Aeries Technology, Inc. 10-K

Item 9A. Controls and Procedures Evaluation of Disclosure Controls and Procedures Under the supervision and with the participation of our management, including our Chief Executive Officer and Chief Financial Officer, we conducted an evaluation of the effectiveness of our disclosure controls and procedures, as defined in Rules 13a-15(e) and 15d-15(e) under the 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 Section 404 of the Sarbanes-Oxley Act, our management is responsible for establishing and maintaining adequate internal control over financial reporting. Our internal control over financial reporting is designed to provide reasonable assurance regarding the reliability of financial reporting and the preparation of our consolidated financial statements for external reporting purposes in accordance with GAAP. Our internal control over financial reporting includes those policies and procedures that: ● pertain to the maintenance of records that, in reasonable detail, accurately and fairly reflect the transactions and dispositions of the assets of our company, ● provide reasonable assurance that transactions are recorded as necessary to permit preparation of consolidated financial statements in accordance with GAAP, and that our receipts and expenditures are being made only in accordance with authorizations of our management and directors, and ● provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use or disposition of our assets that could have a material effect on the consolidated financial statements. A material weakness is a deficiency, or a combination of deficiencies, in internal control over financial reporting, such that there is a reasonable possibility that a material misstatement of a company’s annual or interim consolidated financial statements will not be prevented or detected on a timely basis. Management assessed the effectiveness of our internal control over financial reporting as of March 31, 2025. In making these assessments, management used the criteria set forth by the Committee of Sponsoring Organizations of the Treadway Commission (COSO) in Internal Control—Integrated Framework (2013). Based on this assessment, management concluded that our internal control over financial reporting was not effective as of March 31, 2025, due to the material weaknesses described below. This Annual Report on Form 10-K does not include an attestation report of internal controls from our independent registered public accounting firm due to our status as an emerging growth company under the JOBS Act. Material Weaknesses in Internal Control Over Financial Reporting On December 11, 2023, the Company concluded that it should restate certain of its previously issued carve-out consolidated financial statements of AARK and subsidiaries to correct the misreporting of basic and diluted earnings per share and number of issued and paid-up common stock, resulting from one of the material weaknesses described below. In connection with this restatement, our management identified material weaknesses in internal control over financial reporting that are primarily attributable to improper segregation of duties, inadequate processes for timely recording of significant events and material transactions, and inadequate design and implementation of information and communication policies, procedures, and monitoring activities. 63 Remediation Plan 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. We will not be able to fully remediate these material weaknesses until these steps have been completed and the controls have been operating effectively for a sufficient period of time. Inherent Limitations on Effectiveness of Controls While management is working to remediate the material weaknesses, there is no assurance that these remediation efforts, when economically feasible and sustainable, will successfully remediate the identified material weaknesses. If we are unable to establish and maintain an effective system of internal control over financial reporting, the reliability of our financial reporting, investor confidence in us and the value of our Class A ordinary shares could be materially and adversely affected and the Company could be subject to sanctions or investigations by the SEC or other regulatory authorities. Effective process and controls over financial reporting is necessary for us to provide reliable and timely financial reports and are designed to reasonably detect and prevent fraud. Any failure to implement required new or improved controls, or difficulties encountered in their implementation could cause us to fail to meet our reporting obligations. For as long as we are a “smaller reporting company” under the U.S. securities laws, our independent registered public accounting firm will not be required to attest to the effectiveness of our internal control over financial reporting pursuant to Section 404. An independent assessment of the effectiveness of internal control over financial reporting could detect problems that our management’s assessment might not. Undetected material weaknesses in our internal control over financial reporting could lead to financial statement restatements and require us to incur the expense of remediation. Moreover, we do not expect that process and controls over financial reporting will prevent all errors and all fraud. A control system, no matter how well designed and operated, can provide only reasonable, not absolute, assurance that the control system’s objectives will be met. Further, the design of a control system must reflect the fact that there are resource constraints, and the benefits of controls must be considered relative to their costs. Because of the inherent limitations in all control systems, no evaluation of controls can provide absolute assurance that all control issues and instances of fraud, if any, have been detected. The failure of our control systems to prevent error or fraud could materially adversely impact us. Changes in Internal Control Over Financial Reporting In light of the material weaknesses described above, we are taking the actions described above to remediate such material weaknesses. Except as described above, there was not any change in our internal control over financial reporting (as such term is defined in Rules 13a-15(f) and 15d-15(f) under the Exchange Act) during our most recent fiscal quarter that has materially affected, or is reasonably likely to materially affect, our internal control over financial reporting. Item 9B. Other Information 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 Item 9C. Disclosure Regarding Foreign Jurisdictions that Prevent Inspections. Not applicable 64 PART III Item 10. Directors, Executive Officers and Corporate Governance. The following sets forth certain information, as of June 25, 2025, concerning the persons who serve as directors and executive officers of the Company. Name Age Title Executive Officers Bhisham (Ajay) Khare 48 Chief Executive Officer and Director Daniel S. Webb 40 Chief Financial Officer and Chief Investment Officer Unnikrishnan (Unni) Balakrishnan Nambiar 57 Chief Technology Officer Non-Employee Directors Venu Raman Kumar 64 Chairman of the Board and Director Sudhir Appukuttan Panikassery 57 Vice Chairman of the Board and Director Alok Kochhar 67 Independent Director Biswajit Dasgupta 59 Independent Director Nina B. Shapiro 76 Independent Director Ramesh Venkataraman* 58 Independent Director * Ramesh Venkataraman resigned from the Board effective June 30, 2025. Executive Officers 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. Mr. Khare is responsible for planning and executing the strategic direction and ongoing operations for the company. Mr. Khare is a successful executive with experience in business operations, strategic planning, & client relationship. He has a diverse background with deep knowledge of all aspects of the life cycle of organizations including start-up, funding, early-stage planning, implementation, mergers and acquisitions, private equity driven deals and integrations. Mr. Khare’s past experience includes founding WhiteSpace Health, a startup with focus on healthcare data analytics and business intelligence. From 2012 until 2015, he was the Vice President of Strategic Operations for M*Modal, a healthcare technology company, and was instrumental in new product launch for revenue cycle management, profit and loss for clinical documentation business with $250 million revenue, and managing cost initiative for delivery organization. From 2007 until 2012, Mr. Khare managed worldwide operations for CBay systems and was part of the team that acquired MedQuist & Spheris in private equity funded deals. 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. 65 Daniel S. 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. Mr. 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. Webb was an investment banker at Bank of America. From March 2013 to August 2017 and from March 2010 to June 2012, he served as an investment banker at Citi. From June 2012 to March 2013 he served as a private equity investor at HarbourVest Partners. As an investment banker and private equity investor, Mr. Webb worked on transactions totaling approximately $40 billion in transaction value for disruptive Internet companies. In his career as an investment banker at Bank of America and Citi, he advised leading technology companies on their initial public offerings such as Snap, Carvana, Pinterest, Delivery Hero, Arista Networks, Freescale Semiconductor, Fiverr, Grubhub, Cardlytics, Revolve, SurveyMonkey, Zulily, and Trivago. He also helped raise public and private capital for leading technology companies such as Microsoft, Pinterest, Costar, Thrasio, Fiverr, Fanatics, Grubhub, Cardlytics, Overstock, MakeMyTrip, Purple, GSV Capital, Paytm, Integral Ad Science, and Thrillist. In addition, he advised on one of the largest Internet acquisitions in history, Just Eat Takeaway’s acquisition of Grubhub as well as other transactions such as Credit Karma’s sale to Intuit, Cardlytics’ acquisition of Dosh, Bonobos’ sale to Walmart, Reachlocal’s sale to Gannett, and Aristocrat Leisure’s acquisition of Plarium. Mr. Webb previously worked in private equity at HarbourVest Partners where he directed investments in Lightower Fiber Networks, Sidera Networks, and Confie Seguros. Mr. Webb holds a Master of Accountancy and Bachelor of Science in Accounting from Brigham Young University. 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. Mr. Nambiar is responsible for providing technology direction and overseeing all technology related operations for the company, including global research & development, information technology and customer support operations for clients, as well as driving Aeries incubated portfolio of products. Mr. Nambiar is a technology leader with extensive industry experience building enterprise, cloud & mobility products across diverse verticals. He is passionate about building world class software products for real world solutions using cutting edge technology innovations. In March 2021, Mr. Nambiar was part of the team that closed an acquisition of a carve-out from Nuance Communications Inc. (now renamed as DeliverHealth Solutions (DHS)) which is a world leading Healthcare outsourcing services and platform Business. Mr. Nambiar served an interim Chief Technology Officer role post-carve out during the first year of operations to facilitate stand-up activities for Nuance Communications Inc. Prior to joining ATG, Mr. Nambiar was Chief Technology Officer at CBay Systems (later M*Modal Inc.), a leading voice recognition and healthcare documentation technology company. At CBay, he was responsible for global technology vision, product engineering roadmap, technical support and infrastructure management. Prior to CBay, he was instrumental in setting up Avaya’s India Offshore Development Centre for their customer relationship management, interactive voice response, Predictive Dialers and Unified Messaging products through a dedicated offshore vendor model that was later acquired by Avaya. He also worked in the storage management industry at Legato Systems (later EMC) in multiple global locations and across various product engineering roles. 66 Non-Employee Directors 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. Mr. Kumar is a successful tech entrepreneur and private equity investor. He is the founder and former Vice Chairman and Chief Executive Officer of M*Modal Inc., a leading voice recognition, healthcare document technology company that he developed from a start-up until it was sold to One Equity Partners in 2012. Since then, he has actively invested in several ventures across India, Middle East and USA. He is also a limited partner in three large international private equity funds. He is on the board of THub, one of India’s most successful tech incubators and accelerators. Mr. Kumar was the winner of the Ernst and Young’s Entrepreneur of the Year 2007 award for Maryland, USA, and was also honored with Maryland International Leadership Award by the World Trade Centre Institute in the same year. He was appointed as Chairman of Global Entrepreneur Network India at the Global Entrepreneurs Summit in 2017. In addition to serving as the non-executive Chairman of Aeries, Mr. Kumar’s latest venture, CASHe, is a fin-tech platform lending to millennials in India using AI, big data analytics and blockchain technology. We believe that Mr. Kumar’s extensive experience as a successful tech entrepreneur and private equity investor, along with his active leadership roles in various ventures and prestigious organizations globally, qualify him to serve as our Chairman of the Board. 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. Mr. 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. Prior to that, he was a senior partner at one of India’s oldest accounting firms where he specialized in audit, mergers and acquisitions, advisory services and corporate structuring for large clients in technology, business process outsourcing, banking and financial services. He was also responsible for setting up new practice areas. In March 2021, Mr. Panikassery successfully led and closed an acquisition of a carve-out from Nuance Communications Inc. (now renamed as DeliverHealth Solutions (DHS)) which is a world leading healthcare outsourcing services and platform business. Mr. Panikassery is a member of the Managing Committee of ASSOCHAM, India’s oldest Chamber of Commerce, and Co-Chairman of India’s National Council for Business Facilitation and Global Competitiveness. We believe that Mr. Panikassery’s extensive experience in launching and growing businesses, leading M&A transactions, and his deep knowledge of our company qualifies him to serve on our Board. Alok Kochhar has served as a director of Aeries since the consummation of the de-SPAC business combination (the “Business Combination”) in November 2023. Mr. Kochhar brings with him his long-standing financial experience. He had a long career spanning over three decades with Bank of America, wherein he developed holistic knowledge of financial environments, regulatory frameworks, and market challenges across the region. Mr. Kochhar today is a senior advisor at Boston Consulting Group and continues to advise, guide and mentor several technology and financial services organizations. Mr. Kochhar holds an MBA from the Indian Institute of Management, Ahmedabad and a degree in chemical engineering from the Indian Institute of Technology, Delhi. 67 Mr. Kochhar’s extensive financial expertise, combined with his deep understanding of financial and consulting domains, qualify him to serve on our Board. Biswajit Dasgupta has served as a director of Aeries since the consummation of the Business Combination in November 2023. Mr. Dasgupta is a partner at JRC Corporate Consulting and Senior Advisor at Arthur D. Little. Mr. Dasgupta served as the Chief Investment Officer and Head of Global Markets at Emirates Investment Bank, a Board Director of EIB Enhanced Liquidity Fund, Executive Director of Treasury at Abu Dhabi Investment Company. He has an extensive experience in treasury, institutional banking, corporate banking, investment sales, product development and debt capital markets. Mr. Dasgupta is a chartered accountant from India and a received a Bachelor of Commerce from Sri Ram College of Commerce. He also holds certifications in Fintech from Harvard University and Financial Markets from ACI FMA. Mr. Dasgupta’s extensive experience in consulting, investment and finance qualifies him to serve on our Board. Nina B. Shapiro has served as a director of Aeries since the consummation of the Business Combination in November 2023. Ms. Shapiro has over 30 years of international experience in project finance and business development. She held senior leadership and operating positions at the World Bank and its private sector arm, the International Finance Corporation (“IFC”), including as the World Bank Director of the Project Finance and Guarantee Department, and as VP Finance and Treasurer of the IFC. In these roles, she worked extensively with senior government and banking officials and with the private sector to develop major infrastructure, financial and manufacturing projects, as well as to open domestic capital markets such as China, Brazil and the UAE. Since retiring from the World Bank in 2011, Ms. Shapiro has taken on a full-time role as a corporate and advisory board member. Ms. Shapiro holds a bachelor’s degree from Smith College and a Master of Business Administration from Harvard Business School. Ms. Shapiro’s extensive experience in project finance and business development, along with her leadership roles in international financial organizations, qualify her to serve on our Board. Ramesh Venkataraman had served as a director of Aeries since the consummation of the Business Combination in November 2023. On June 18, 2025, Mr. 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. Mr. 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. Mr. 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. Between 2012 and 2016, Mr. Venkataraman led the private equity business of Avest’s joint venture with Samena Capital and was a member of Samena’s board of directors. Mr. Venkataraman holds a bachelor’s degree in electronics and communication engineering from the Indian Institute of Technology - Kharagpur, a Master of Philosophy in International Relations from Oxford University, and a MPA in Economics and Public Policy from Princeton University. Mr. Venkataraman’s extensive experience in management consulting, investment and board advisory across diverse industries qualified him to serve on our Board. 68 Family Relationships There are no family relationships between any of our directors and executive officers. Board Composition The primary responsibilities of the Board are to provide oversight, strategic guidance, counseling and direction to the Company’s management. When considering whether directors and director nominees have the experience, qualifications, attributes and skills, taken as a whole, to enable the Board to satisfy its oversight responsibilities effectively in light of its business and structure, the Board is expected to focus primarily on each person’s background and experience as reflected in the information discussed in each of the directors’ individual biographies set forth above in order to provide an appropriate mix of experience and skills relevant to the size and nature of its business. The Board is divided into the following three classes, with members of each class serving staggered three-year terms. 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 B. 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 Combination; and ● Class III, consisting of Venu Raman Kumar and Sudhir Appukuttan Panikassery, whose term will expire at the Company’s third annual meeting of shareholders to be held after the consummation of the Business Combination. At each annual meeting of shareholders to be held after the initial classification, the successors to directors whose terms are then expiring will be 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 Nasdaq listing standards generally require that a majority of the Board be independent. As a controlled company, we are largely exempt from such requirements. An “independent director” is defined generally as a person other than an officer or employee of the Company or its subsidiaries or any other individual having a relationship with the Company which, in the opinion of the Board, could interfere with the director’s exercise of independent judgment in carrying out the responsibilities of a director. The Board determined that each of the directors on the Board, 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 Bhisham (Ajay) Khare and Venu Raman Kumar, respectively. 69 Board Role in Risk Oversight One of the key functions of the Board is informed and involved oversight of Company’s risk management process related to the Company and its business. This oversight function is administered directly through the Board as a whole, as well as through various standing committees of the Board that address risks inherent in their respective areas of oversight. In particular, the Board is responsible for monitoring and assessing strategic risk exposure and the Company’s audit committee has the responsibility to consider and discuss the Company’s accounting, reporting, financial practices, including the integrity of its financial statements, the surveillance of administrative and financial controls, including major financial risk exposures, and the steps its management will take to monitor and control such exposures, including guidelines and policies to govern the process by which risk assessment and management is undertaken. The audit committee also monitors compliance with legal and regulatory requirements. The compensation committee assesses and monitors whether the Company’s compensation plans, policies and programs comply with applicable legal and regulatory requirements. The nominating and corporate governance committee monitors the effectiveness of the Company’s governance practices and procedures. In addition, the Board will receive periodic detailed operating performance reviews from management. Controlled Company Exemption 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 the ordinary shares of Aark Singapore Pte. Ltd. (“AARK ordinary shares”) held by our Chairman of the Board, Mr. 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 directors. Additionally, the Nominating and Corporate Governance Committee is not composed entirely of independent directors. If we cease 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 The Company has an audit committee, a compensation committee, and a nominating and corporate governance committee, each of which have the composition and responsibilities described below. The Company’s board of directors may from time to time establish other committees. Members will serve on these committees until their resignation or until otherwise determined by the board of directors of the Company. Each committee operates under a charter approved by the board of directors of the Company. Copies of each charter are posted on the Investor Relations – Corporate Governance section of our website at https://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. We believe that the leadership structure of the Company’s board of directors will provide appropriate risk oversight of the Company’s activities. 70 Audit Committee The Company’s audit committee is comprised of Alok Kochhar, Biswajit Dasgupta and Nina B. Shapiro. Nina B. Shapiro is the chairperson of the audit committee. Alok Kochhar, Biswajit Dasgupta and Nina B. Shapiro each meet the requirements for independence and financial literacy under the current Nasdaq listing standards and SEC rules and regulations, including Rule 10A-3. In addition, Alok Kochhar, Biswajit Dasgupta and Nina B. Shapiro each qualify as an “audit committee financial expert” as defined in applicable SEC rules The audit committee’s responsibilities include, among other things: (1) appointing, compensating, retaining, evaluating, terminating and overseeing the Company’s independent registered public accounting firm; (2) reviewing the adequacy of the Company’s system of internal controls and the disclosure regarding such system of internal controls contained in the Company’s periodic filings; (3) pre-approving all audit and permitted non-audit services and related engagement fees and terms for services provided by the Company’s independent auditors; (4) reviewing with the Company’s independent auditors their independence from management; (5) reviewing, recommending and discussing various aspects of the financial statements and reporting of the financial statements with management and the Company’s independent auditors; and (6) establishing procedures for the confidential anonymous submission of concerns regarding questionable accounting, internal controls or auditing matters. Compensation Committee The Company’s compensation committee is comprised of Alok Kochhar and Nina B. Shapiro. Alok Kochhar is the chairperson of the compensation committee. The composition of the compensation committee meets the requirements for independence under current Nasdaq listing standards and SEC rules and regulations. Each member of the committee is a non-employee director, as defined in Rule 16b-3 promulgated under the Exchange Act. The compensation committee’s responsibilities include, among other things: (1) setting the compensation of the Chief Executive Officer and reviewing and approving or making recommendation to the Board regarding the compensation of the other executive officers of the Company; (2) reviewing on a periodic basis and making recommendations to the Board regarding director compensation; (3) reviewing and approving or making recommendation to the Board regarding the Company’s cash and equity-based benefit plans and administering the Company’s plans according to the plan; and (4) Reviewing and approving, or making recommendations to the Board regarding, the Company’s cash and equity-based benefit plans, and administering the Company’s plans in accordance with their terms. The charter also provides that the compensation committee may, in its sole discretion, retain or obtain the advice of a compensation consultant, legal counsel or other adviser and is directly responsible for the appointment, compensation and oversight of the work of any such adviser. However, before engaging or receiving advice from a compensation consultant, external legal counsel or any other adviser, the compensation committee will consider the independence of each such adviser, including the factors required by Nasdaq and the SEC. 71 Nominating and Corporate Governance Committee 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: (1) identifying, evaluating and making recommendations to the Board regarding nominees for election to the board of directors and its committees; (2) developing and making recommendations to the Board regarding corporate governance guidelines and matters; (3) overseeing the Company’s corporate governance practices; and (4) overseeing the evaluation of the Board and individual directors. Shareholder Director Nominees Nominations of persons for election to the Board at any annual general meeting of shareholders may be made by or at the direction of the Board or by certain shareholders of the Company. In addition to any other applicable requirements, for a nomination to be made by a shareholder, such shareholder must have given timely notice thereof in proper written form to the Company at the Company’s principal executive offices at 60 Paya Lebar Road, #08-13, Paya Lebar Square, Singapore. To be timely, a shareholder’s notice must have been received not less than 120 calendar days before the date of the Company’s proxy statement released to shareholders in connection with the previous year’s annual general meeting or, if the Company did not hold an annual general meeting the previous year, or if the date of the current year’s annual general meeting has been changed by more than 30 days from the date of the previous year’s annual general meeting, then the deadline shall be set by the Board with such deadline being a reasonable time before the Company begins to print and send its related proxy materials. In addition, a shareholder shall also comply with all of the applicable requirements of the Exchange Act and the rules and regulations thereunder with respect to the matters set forth herein. Compensation Committee Interlocks and Insider Participation None of the members of the compensation committee is or has been at any time one of 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. 72 Code of Ethics 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 proxy statement does not include or incorporate by reference the information on our website into this proxy statement Delinquent Section 16 Reports Section 16(a) of the Exchange Act requires our officers, directors, and beneficial owners of more than 10% of our equity securities to timely file certain reports regarding ownership of and transactions in our securities with the SEC. Copies of the required filings must also be furnished to us. Section 16(a) compliance was required during the fiscal year ended March 31, 2025. 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, willful neglect, actual fraud or the consequences of committing a crime. Our memorandum and articles of association provide for indemnification of our directors and executive officers to the maximum extent permitted by law, including for any liability incurred in their capacities as such, except through their own actual fraud, willful neglect, or willful default. We entered into agreements with our directors and executive officers to provide contractual indemnification in addition to the indemnification provided for in our memorandum and articles of association. We have also purchased a policy of directors’ and officers’ liability insurance that insures our directors and executive officers against the cost of defense, settlement or payment of a judgment in some circumstances and insures us against our obligations to indemnify our directors and executive officers. 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. Item 11. EXECUTIVE COMPENSATION The following is a discussion and analysis of compensation arrangements of our named executive officers. As an “emerging growth company” as defined in the JOBS Act, we are not required to include a Compensation Discussion and Analysis section and have elected to comply with the scaled back disclosure requirements applicable to emerging growth companies. Throughout this section, unless otherwise noted, “we,” the “Company,” “us,” “our” and similar terms refer to ATG and its subsidiaries prior to the consummation of the Business Combination, and to Aeries and its subsidiaries after the Business Combination. 73 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; and ● Daniel S. 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 Officer ● Daniel S. Webb, our Chief Financial Officer and Chief Investment officer ● Unnikrishnan (Unni) Balakrishnan, our Chief Technology Officer Summary Compensation Table The following table provides information regarding the compensation provided to our NEOs for the past two fiscal years ended on March 31, 2025 and March 31, 2024. Name and Principal Position Fiscal year Ended Salary (1) Stock Awards ( 2 ) Option Awards (3) All other compensation ( 4 ) Total Bhisham (Ajay) Khare March 31, 2025 $ 388,643 3,459,904 - $ 256,763 $ 4,105, 310 Chief Executive Officer March 31, 2024 $ 305,758 - - $ - $ 305,758 Sudhir Appukuttan Panikassery March 31, 2025 $ 565,278 - 7,313,912 $ 164,755 $ 8,043,945 Former Chief Executive Officer March 31, 2024 $ 423,705 - - 2,108 (5) $ 425,813 Daniel S. Webb Chief Financial Officer and Chief Investment Officer March 31, 2025 $ 400,000 1,046,941 - 15,133 $ 1,462,074 Unnikrishnan (Unni) Balakrishnan Nambiar March 31, 2025 $ 283,328 925,186 - - $ 1,208,514 Chief Technology Officer March 31, 2024 $ ‌191,257 - - $ 25,000 (6) $ ‌216,257 (1) 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. 74 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. Khare, $125 for Mr. Panikassery, $0 for Mr. Webb and $0 for Mr. Nambiar in life insurance premiums; (iii) for Mr. Khare, $241,873 for gross up amounts reimbursed to Mr. Khare for payment of taxes; (iv) $147,594 for housing and related expenses incurred by Mr. Panikassery in connection with his duties in the United Arab Emirates (such amounts converted from United Arab Emirates dirham to U.S. 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. (5) The U.S. dollar amount shown in the “All other compensation” column, totaling USD 2,108, includes payments made to Mr. Panikassery for the fiscal year 2024, amounting to INR 175,000 converted using a currency conversion rate of INR 83 per USD. (6) The amount represents a one-time relocation allowance provided to Mr. Nambiar to relocate from India to the United States. 75 Narrative Disclosure to Summary Compensation Table Annual Base Salary The compensation of our named executive officers is generally determined and approved by the compensation committee and board of directors. The base salaries 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. Name Fiscal Year 2025 Base Salary Bhisham (Ajay) Khare $ 388,643 Daniel S. Webb $ 400,000 Unnikrishnan (Unni) Balakrishnan Nambiar $ 283,328 Annual Performance-Based Bonus Opportunity From time to time, our board of directors or compensation committee may approve cash bonuses for our executive officers based on certain company performance or as otherwise determined appropriate. The bonus amounts for Mr. Khare, Mr. Webb and Mr. 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; Mr. Webb’s employment letter which provided for annual incentive opportunity equal to 40% of his base salary; and Mr. 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 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. Additional grants may occur periodically in order to specifically incentivize executives with respect to achieving certain corporate goals or to reward executives for exceptional performance. Aeries may grant equity awards at such times as its board of directors or compensation committee determines appropriate. Upon the closing of the Business Combination, the Aeries Technology, Inc. 2023 Equity Incentive Plan became effective. The board of directors of the Company approved the Plan on March 11, 2023, subject to approval by the shareholders. The Plan was approved by the Company’s shareholders on November 2, 2023 and the Plan became effective upon the consummation of the Business Combination. The 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. 76 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. Name Grant Date Number of securities underly the award Exercise price of the award ($/SH) Grant date fair value of the award 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 information (June 10, 2024) and the trading day beginning immediately following the disclosure of material nonpublic information (June 12, 2024) Sudhir Appukuttan Panikassery 06/08/2024 5,151,005 0.0001 7,313,912 - 0.7 % 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 .” 77 Other Compensation and Employee Benefits 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, 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. Aeries has the ability to make matching and discretionary contributions to the 401(k) plan. Currently, Aeries makes a 4% safe harbor contribution on behalf of its employees to the 401(k) plan. For fiscal year 2025, only Messrs. Khare and Webb participated in our 401(k) plan. Outstanding Equity Awards at Fiscal Year-End The following illustrates outstanding equity incentive awards held by the named executive officers as of March 31, 2025. All equity awards held by our named executive officers as of March 31, 2025 were fully vested. OUTSTANDING EQUITY AWARDS AT FISCAL YEAR-END Option Awards Stock Awards Name (a) Number of Securities Underlying Unexercised Options (#) Exercisable (b) Number of Securities Underlying Unexercised Options (#) Unexercisable (c) Option Exercise Price ($) (d) Option Expiration Date (e) Number of Shares or Units of Stock That Have Not Vested (#) (f) Market Value of Shares or Units of Stock That Have Not Vested ($) (g) Equity Incentive Plan Awards: Number of Unearned Shares, Units or Other Rights That Have Not Vested (#) (h) Equity Incentive Plan Awards: Market or Payout Value of Unearned Shares, Units or Other Rights That Have Not Vested ($) (i) Sudhir Appukuttan Panikassery 177,345 (1) 0 $ 0.12 30-Oct-25 0 $ 0 0 0 59,900 (2) 0 $ 0.12 21-July-28 0 $ 0 0 0 Unnikrishnan (Unni) Balakrishnan Nambiar 59,110 (3) 0 $ 0.12 30-Oct-25 0 $ 0 0 0 Bhisham (Ajay) Khare 59,110 (4) 0 $ 0.12 30-Mar-26 0 $ 0 0 0 (1) The amount in this column reflects the options granted on September 27, 2019 and vested on October 31, 2020 with an exercise price of $0.12 under Aeries Management Stock Option Plan, 2019, as amended. (2) The amount in this column reflects the options granted on July 22, 2022 and vested on July 22, 2023 with an exercise price of $0.12 under the Aeries Employees Stock Option Plan 2020, as amended. (3) The amount in this column reflects the options granted on September 27, 2019 and vested on October 31, 2020 with an exercise price of $0.12 under Aeries Management Stock Option Plan, 2019, as amended. (4) The amount in this column reflects the options granted on April 1, 2020 and vested on March 31, 2021 with an exercise price of $0.12 under Aeries Management Stock Option Plan, 2019, as amended. 78 Executive Employment Agreements; Potential Payments Upon Termination or Change in Control Each of our named executive officers is party to an employment agreement, the material terms of which are summarized below. 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. Mr. 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. If Mr. 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 Revised Employment Agreement also includes a non-competition agreement for a one-year period. New Employment Agreement with Daniel S. Webb 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. Mr. 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. Mr. 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. 79 If Mr. 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. Nambiar is eligible to receive under the Plan Under the Nambiar Employment Agreement, Mr. 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. Mr. 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. If Mr. 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. 80 Prior Employment Agreement with Mr. Panikassery 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. Mr. 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 $17,036 paid to Mr. Panikassery in full and final settlement of his employee agreement. Director Compensation Table The following table provides information regarding the compensation provided to our directors for the fiscal year ended March 31, 2025, excluding the executive director whose compensation has been disclosed above in the Summary Compensation Table. Name (a) Fees earned or paid in cash ($) (b) Option awards ($) (c) Non-equity incentive plan compensation ($) (d) Nonqualified deferred compensation earnings ($) (e) All other compensation ($) (f) Total ($) (g) Venu Raman Kumar $ 569,007 (1) - - - - $ 569,007 Alok Kochhar $ 50,000 - - - - $ 50,000 Biswajit Dasgupta $ 50,000 - - - - $ 50,000 Nina B. Shapiro $ 50,000 - - - - $ 50,000 Ramesh Venkataraman $ 50,000 - - - - $ 50,000 (1) 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 board of directors service agreement with Mr. Kumar (the “Kumar Director Agreement”). Under the agreement, Mr. Kumar will serve as Chairman of Board and non-executive Chairman of the Company during his directorship. Aeries will pay Mr. Kumar an annual fee of $650,000 for director services. 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. Kumar is eligible for a grant of options equal to those granted to the Company’s Chief Executive Officer pursuant to the Plan. Mr. Kumar agreed to confidentiality and intellectual property protection provisions as part of the agreement. 81 Director Agreements with Executive Directors 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. Mr. 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. Kochhar, Mr. Dasgupta and Ms. Shapiro (each, a “Non-Executive Director”). Under the agreement, Aeries will pay the Non-Executive Director an annual fee of $50,000 for director services. Additionally, the Non-Executive Director is eligible for a 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. Item 12. Security Ownership of Certain Beneficial Owners and Management and Related Shareholder Matters. The following table sets forth beneficial ownership of Class A ordinary shares as of June 25, 2025 by: ● each person known by Aeries to be the beneficial owner of more than 5% of Aeries’ outstanding ordinary shares; ● each of Aeries’ current directors and named executive officers; ● all of Aeries’ current directors and executive officers as a group; and ● the Class V Shareholder. 82 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. Number of Class A ordinary shares Beneficially Owned % of Class A ordinary shares Beneficially Owned Number of Class V ordinary shares Beneficially Owned (1) % of Class V ordinary shares Beneficially Owned Name and Address of Beneficial Owners Five percent holders: Venu Raman Kumar (2) 28,098,530 58.2 % Sudhir Appukuttan Panikassery 5,151,005 10.9 % Class V Shareholder Meet Atul Doshi (3) - - 1 100 % Executive Officers and Directors (4) Sudhir Appukuttan Panikassery 5,151,005 10.9 % Unnikrishnan (Unni) Balakrishnan Nambiar 414,598 0.9 % Bhisham (Ajay) Khare (5) 3,358,624 6.9 % Daniel S. Webb 1,083,776 2.3 % Venu Raman Kumar (2) 28,098,530 58.2 % Alok Kochhar - - Biswajit Dasgupta - - Nina B. Shapiro - - Ramesh Venkataraman - - All executive officers and directors as a group (9 individuals) 38,106,533 79.2 % (1) We 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. (2) Includes (i) 5,638,530 Class A ordinary shares held directly by Innovo Consultancy DMCC, which is wholly owned by Mr. Kumar, (ii) 21,337,000 Class A ordinary shares held directly by Mr. Kumar, and (iii) the right to acquire up to 1,123,000 Class A ordinary shares pursuant to the applicable Exchange Agreement. The business address of Innovo Consultancy DMCC is Unit No: 1874, DMCC Business Centre, Level No 1, Jewellery & Gemplex 3, PO Box 62693, Dubai, United Arab Emirates. 83 (3) Meet Atul Doshi is the sole beneficial owner of and has dispositive voting power of the Class V ordinary share held of record by NewGen Advisors and Consultants DWC-LLC. The Class V Shareholder is owned by a business associate of Mr. Kumar. Mr. Kumar does not have control over the Class V Shareholder, and the Class V Shareholder will not receive any compensation in connection with its ownership of the Class V ordinary share. Although the Class V Shareholder is not required by contract or otherwise to vote in a manner that is beneficial to Mr. Kumar and may vote the Class V Ordinary Share in its sole discretion, given the business relationship between the Class V Shareholder and Mr. Kumar, Mr. Kumar believes that the Class V Shareholder could protect the interests of Mr. Kumar from extraordinary events, such as a hostile takeover or board contest, prior to the exchange of all ordinary shares of AARK by Mr. Kumar. The business address of the Class V Shareholder is 707 Al Baha, Al Mankhoot, Dubai, UAE. (4) Unless otherwise noted, the business address of each of the directors and officers is 60 Paya Lebar Road, #08-13 Paya Lebar Square, Singapore. (5) Includes (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 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 Plan”). The following table presents information about these plans as of March 31, 2025. Plan category Number of securities to be issued upon exercise of outstanding options, warrants and rights (a) Weighted-average exercise price of outstanding options, warrants and rights (b) (1) Number of securities remaining available for future issuance under equity compensation plans (excluding securities reflected in column (a))(c) Equity compensation plans approved by security holders (2) 355,465 (3) 0.12 8,048,265 (4) Equity compensation plans not approved by security holders - - - Total 355,465 0.12 8,048,265 (1) Does not include shares issuable upon vesting of outstanding RSUs, which have no exercise price and are included in column (a). (2) 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. (3) Includes 295,565 options under the 2019 Plan; 59,900 options under the 2020 Plan and no options under the 2023 Plan. (4) Consists of shares of common stock available for future issuance under our 2023 Plan. 84 Item 13. Certain Relationships and Related Transactions, and Director Independence. Policies and Procedures for Related Party Transactions The Company has adopted a related person transactions policy effective upon the consummation of the Business Combination. The policy provides that executive officers, directors, nominees for directors, holders of more than 5% of any class of the Company’s voting securities, and any member of the immediate family of any of the foregoing persons, will not be permitted to enter into a related person transaction with the Company without the prior consent of the audit committee, Any request for the Company to enter into a transaction with an executive officer, director, nominee for director, significant shareholder, or any of their immediate family members, in which the amount involved exceeds or is expected to exceed $120,000, must first be presented to the audit committee for review, consideration, and approval. In approving or rejecting the proposed transactions, the audit committee will take into account all of the relevant facts and circumstances available. Aeries Related Party Transactions This section does not include any equity and other compensation, termination, change in control and other similar arrangements, which are described under “Executive Compensation.” Agreements and Transactions with Entities owned or controlled by, or related to, the Majority Shareholder Mr. Kumar, our majority shareholder and Chairman of the Board and the son of Mr. Kumar, Mr. Vaibhav Rao, are principal shareholders or otherwise control the following entities, amongst others. ● Aeries Technology Products and Strategies Private Limited (“ATPSPL”); ● Ralak Consulting LLP; ● Aark II Pte Ltd (“Aark II”); ● TSLC Pte Ltd (“TSLC”); ● Innovo Consultancy DMCC; The following entities are related parties to Mr. Kumar: ● Aeries Financial Technologies Private Ltd (“AFT”); ● Sqrrl Fintech Private Limited (“Sqrrl”); ● Bhanix Finance and Investment Ltd; These entities have transactions or agreements with the Company and its subsidiaries, collectively referred to as the “group,” as discussed below. Intercompany Deposits to ATPSPL and AFT In the years ended March 31, 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. 85 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. Vaibhav Rao The group has received a loan in one or more tranches from Mr. Vaibhav Rao to meet its business requirements. The loan carries an interest rate of 10% per annum payable to Mr. Vaibhav Rao by the group. The outstanding balances of the loan were $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, 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, 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, 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. Investments 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. The CRPS carry a cumulative dividend of 10% per annum. 3,500,000 CRPS can be redeemed any time before 19 years form the date of issue i.e., June 27, 2017 by giving a 30-day redemption request and 1,000,000 CRPS can be redeemed any time before 20 year from the date of issue i.e. April 6, 2016 by giving a 30-day redemption request. The carrying value of this investment as of March 31, 2025 was $822. 86 Corporate Guarantee provided to Bhanix Finance And Investment Limited The group had an outstanding guarantee of approximately $2.4 million as on March 31, 2023, which pertained to a fund-based and non-fund based revolving credit facility availed by an affiliate, Bhanix Finance And Investment Limited, from Kotak Mahindra Bank. The corporate guarantee required the group to make payment in the event the borrower fails to perform any of its obligations under the credit facilities. The said guarantee was terminated on June 1, 2023. Private Placement in Connection with the Business Combination As part of the Business Combination and upon the closing, 5,638,530 of our newly issued Class A ordinary shares were issued to Innovo Consultancy DMCC, a company incorporated in Dubai, UAE and controlled by Mr. Kumar. Exchange Agreements On the Closing Date, Aeries entered into exchange agreements with Mr. Kumar and the Other ATG Shareholders, respectively. Pursuant to the Exchange Agreements, prior to April 1, 2024 and subject to certain exercise conditions, each holder of AARK ordinary shares and ATG ordinary shares may exchange up to 20% of the number of AARK ordinary shares and ATG ordinary shares, as applicable, held by such holder for Class A ordinary shares or cash, in each case as provided in the Exchange Agreements. From and after April 1, 2024 and subject to certain exercise conditions, Aeries shall have the right to acquire all of the AARK or ATG ordinary share for Class A ordinary shares or cash. In addition, after April 1, 2024 and subject to certain exercise condition, each shareholder of AARK and ATG ordinary shares shall have the right to require Aeries to provide Class A ordinary shares or cash in exchange for up to all of the AARK or ATG ordinary shares. Each share of AARK may be exchanged for 2,246 Class A ordinary shares and each ATG ordinary share may be exchanged for 14.40 Class A ordinary shares, in each case subject to certain adjustments. The Exchange Agreements are conditioned on satisfaction of 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 April 5, 2024, Mr. 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. Item 14. Principal Accountant Fees and Services . On August 11, 2024, the Audit Committee appointed MCA as the successor independent registered public accounting firm. MCA will serve as the Company’s independent registered public accounting firm for the fiscal years ended March 31, 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. 87 Audit-Related Fees – Audit-related services consist of fees billed for assurance and related services that are reasonably related to performance of the audit or review of our financial statements and are not reported under “Audit Fees” above. These services include attest services that are not required by statute or regulation and consultations concerning financial accounting and reporting standards. We did not pay MCA for audit related fees for the years ended March 31, 2025 and 2024. Tax Fees – Tax fees consist of fees billed for professional services relating to tax compliance, tax planning and tax advice. We did not pay MCA for tax fees for the years ended March 31, 2025 and 2024. All Other Fees – All other fees consist of fees billed for all other services. We did not pay MCA for other services for the years ended March 31, 2025 and 2024. Pre-Approval Policy 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). 88 PART IV Item 15. Exhibits, Financial Statement Schedules . (a) The following documents are filed as part of this Annual Report on Form 10-K: 1. Financial Statements: See “Index to Financial Statements” at page F-1. (b) Financial Statement Schedules. All schedules are omitted for the reason that the information is included in the financial statements or the notes thereto or that they are not required or are not applicable. (c) Exhibits: The exhibits listed in the accompanying index to exhibits are filed or incorporated by reference as part of this Annual Report on Form 10-K. Exhibit No. Description 2.1† Business Combination Agreement, dated as of March 11, 2023, by and among Worldwide Webb Acquisition Corp., WWAC Amalgamation Sub Pte. Ltd. and Aark Singapore Pte. Ltd. (incorporated by reference to Exhibit 2.1 to the Company’s current report on Form 8-K filed with the SEC on March 13, 2023). 2.2 Amendment No. 1 to Business Combination Agreement, dated June 30, 2023, by and among Worldwide Webb Acquisition Corp., WWAC Amalgamation Sub Pte. Ltd. and Aark Singapore Pte. Ltd. (incorporated by reference to Exhibit 2.1 to the Company’s current report on Form 8-K filed with the SEC on July 5, 2023). 2.3 Amendment No. 2 to Business Combination Agreement, dated October 9, 2023, by and among Worldwide Webb Acquisition Corp., WWAC Amalgamation Sub Pte. Ltd. and Aark Singapore Pte. Ltd. (incorporated by reference to Exhibit 2.1 to the Company’s current report on Form 8-K filed with the SEC on October 10, 2023). 2.4 Amendment No. 3 to Business Combination Agreement, dated as of October 29, 2023, by and among Worldwide Webb Acquisition Corp., WWAC Amalgamation Sub Pte. Ltd. and Aark Singapore Pte. Ltd. (incorporated by reference to Exhibit 2.1 to the Company’s current report on Form 8-K filed with the SEC on October 30, 2023). 3.1 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) . 4.1 Specimen Class A Ordinary Share Certificate (incorporated by reference to Exhibit 4.2 to the Company’s registration statement on Form S-1 filed with the SEC on October 13, 2021) . 4.2 Warrant Agreement, dated October 22, 2021, between the Company and Continental Stock Transfer & Trust Company, as warrant agent (incorporated by reference to Exhibit 4.1 to the Company’s current report on Form 8-K filed with the SEC on October 25, 2021). 4.3 Specimen Warrant Certificate (included in Exhibit 4.2 herein). 4.4* Description of the Company’s securities. 10.1 Letter Agreement, dated October 22, 2021, among the Company, its officers and directors and Worldwide Webb Acquisition Sponsor LLC (incorporated by reference to the Exhibit 10.1 to the Company’s current report on Form 8-K filed with the SEC on October 25, 2021). 10.2 Letter Agreement Amendment, April 10, 2023 among the Company, its officers and directors and Worldwide Webb Acquisition Sponsor LLC (incorporated by reference to the Exhibit 10.3 to the Company’s current report on Form 8-K filed with the SEC on April 12, 2023). 10.3 Letter Agreement Amendment, dated as of October 26, 2023 (incorporated by reference to the Exhibit 10.2 to the Company’s current report on Form 8-K filed with the SEC on October 30, 2023). 10.4 Registration Rights Agreement, dated October 22, 2021, among the Company and certain security holders named therein (incorporated by reference to the Exhibit 10.3 to the Company’s current report on Form 8-K filed with the SEC on October 25, 2021). 10.5 Registration Rights Agreement Amendment, dated as of October 26, 2023 among the Company and certain security holders named therein (incorporated by reference to the Exhibit 10.3 to the Company’s current report on Form 8-K filed with the SEC on October 30, 2023). 10.6 Form of Investment Agreement among the Registrant, Worldwide Webb Acquisition Sponsor LLC and the anchor investors (incorporated by reference to Exhibit 10.10 to the Company’s registration statement on Form S-1 filed with the SEC on October 13, 2021). 89 10.7 Form of Investment Agreement Amendment (incorporated by reference to Exhibit 10.1 to the Company’s current report on Form 8-K filed with the SEC on April 12, 2023). 10.8 Form of Investment Agreement Amendment (incorporated by reference to Exhibit 10.1 to the Company’s current report on Form 8-K filed with the SEC on October 30, 2023). 10.9# 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). 10.10# 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). 10.11# 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). 10.12# 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). 10.13# Board of Directors Agreement dated November 6, 2023 by and between the Company and Biswajit Dasgupta (incorporated by reference to Exhibit 10.39 to the Company’s registration statement on Form S-1/A filed with the SEC on May 3, 2024). 10.14# Board of Directors Agreement dated November 6, 2023 by and between the Company and Nina B. Shapiro (incorporated by reference to Exhibit 10.40 to the Company’s registration statement on Form S-1/A filed with the SEC on May 3, 2024). 10.15# Board of Directors Agreement dated November 6, 2023 by and between the Company and Alok Kochhar (incorporated by reference to Exhibit 10.41 to the Company’s registration statement on Form S-1/A filed with the SEC on May 3, 2024). 10.16#* Board of Directors Agreement dated February 10, 2025 by and between the Company and Venu Raman Kumar. 10.17#* Board of Directors Agreement dated February 10, 2025 by and between the Company and Sudhir Appukuttan Panikassery. 10.18# 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). 10.19+ Credit Agreement dated May 26, 2023 by and between ATG Business Solutions Private Limited and Kotak Mahindra Bank Limited (incorporated by reference to Exhibit 10.26 to the Company’s registration statement on Form S-4 filed with the SEC on October 11, 2023). 10.20 Loan Agreement dated July 10, 2015 and amended on April 18, 2020, by and between ATG Business Solutions Private Limited and Mr. Vaibhav Rao (incorporated by reference to Exhibit 10.27 to the Company’s registration statement on Form S-4 filed with the SEC on October 11, 2023). 10.21 Exchange Agreement by and among Aeries Technology, Inc., Aeries Technology Group Business Accelerators Private Limited and certain security holders named therein (incorporated by reference to Exhibit 10.25 to the Company’s current report on Form 8-K filed with the SEC on November 13, 2023). 10.22 Exchange Agreement by and among Aeries Technology, Inc., Aark Singapore Pte. Ltd. and certain security holders named therein (incorporated by reference to Exhibit 10.26 to the Company’s current report on Form 8-K filed with the SEC on November 13, 2023) 10.23 Form of Forward Purchase Agreement (incorporated by reference to Exhibit 10.1 to the Company’s current report on Form 8-K filed with the SEC on November 3, 2023). 10.24 Form of Forward Purchase Agreement Amendment (incorporated by reference to Exhibit 10.2 to the Company’s current report on Form 8-K filed with the SEC on November 6, 2023). 10.25 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). 10.26 Form of Indemnification Agreement by and between the Registrant and its officers and directors (incorporated by reference to Exhibit 10.30 to the Company’s current report on Form 8-K filed with the SEC on November 13, 2023) 10.27 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). 10.28# Aeries Technology, Inc. 2023 Equity Incentive Plan (incorporated by reference to Exhibit 10.31 to the Company’s current report on Form 8-K filed with the SEC on November 13, 2023). 10.29# Amendment No. 1 to the 2023 Equity Incentive Plan (incorporated by reference to Exhibit 10.1 to the Company’s current report on Form 8-K filed with the SEC on June 11, 2024). 90 10.30# Form of Restricted Shares Unit Award Agreement under the Aeries Technology, Inc. 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). 10.31# Form of Restricted Shares Award Agreement under the Aeries Technology, Inc. 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). 10.32# 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). 10.33# Form of Incentive Stock Option Agreement under the Aeries Technology, Inc. 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). 14.1 Code of Ethics and Business Conduct and Ethics (incorporated by reference to Exhibit 14.1 to the Company’s current report on Form 8-K filed with the SEC on November 13, 2023). 16.1 Letter from Marcum LLP to the U.S. Securities and Exchange Commission, dated as of February 9, 2024 (incorporated by reference to Exhibit 16.1 to the Company’s current report on Form 8-K filed with the SEC on February 7, 2024). 16.2 Letter from KNAV CPA LLP to the U.S. Securities and Exchange Commission, dated as of August 15, 2024 (incorporated by reference to Exhibit 16.1 to the Company’s current report on Form 8-K filed with the SEC on August 15, 2024). 19.1* Aeries Technology, Inc. Insider Trading Policy 21.1 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). 23.1* Consent of Manohar Chowdhry & Associates, independent registered accounting firm. 31.1* Certification of Principal Executive Officer Pursuant to Securities Exchange Act Rules 13a-14(a) and 15(d)-14(a), as adopted Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002. 31.2* Certification of Principal Financial Officer Pursuant to Securities Exchange Act Rules 13a-14(a) and 15(d)-14(a), as adopted Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002. 32.1** Certification of Principal Executive Officer Pursuant to 18 U.S.C. Section 1350, as adopted Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002. 32.2** Certification of Principal Financial Officer Pursuant to 18 U.S.C. Section 1350, as adopted Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002. 97.1 Executive Incentive Compensation Recoupment Policy (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). 101.INS* Inline XBRL Instance Document - the instance document does not appear in the Interactive Data File because its XBRL tags are embedded within the Inline XBRL document 101.SCH* Inline XBRL Taxonomy Extension Schema Document 101.CAL* Inline XBRL Taxonomy Extension Calculation Linkbase Document 101.DEF* Inline XBRL Taxonomy Extension Definition Linkbase Document 101.LAB* Inline XBRL Taxonomy Extension Label Linkbase Document 101.PRE* Inline XBRL Taxonomy Extension Presentation Linkbase Document 104* Cover Page Interactive Data File (formatted as Inline XBRL and contained in Exhibit 101) † Certain of the exhibits and schedules to this exhibit have been omitted in accordance with Regulation S-K Item 601(b)(2). The Registrant agrees to furnish supplementally a copy of all omitted exhibits and schedules to the SEC upon its request. * Filed herewith. ** Furnished herewith. + Certain identified information has been excluded from this exhibit because the Company does not believe it is material and is the type that the Company customarily treats as private and confidential. Redacted information is indicated by “[***]”. # Indicates a management contract or compensatory plan. 91 Item 16. Form 10–K Summary. Not applicable. 92 SIGNATURES Pursuant to the requirements of the Section 13 or 15(d) of the Securities Exchange Act of 1934, as amended, the Registrant has duly caused this annual report to be signed on its behalf by the undersigned, thereunto duly authorized, in Singapore, on the 2 nd day of July, 2025. AERIES TECHNOLOGY, INC. Date: July 2, 2025 By: /s/ Bhisham (Ajay) Khare Name: Bhisham (Ajay) Khare Title: Chief Executive Officer (Principal Executive Officer) Date: July 2, 2025 By: /s/ Daniel S. Webb Name: Daniel S. Webb Title: 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 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: Name Position Date /s/ Bhisham (Ajay) Khare Chief Executive Officer and Director July 2, 2025 Bhisham (Ajay) Khare /s/ Daniel S. Webb Chief Financial Officer, Chief Investment Officer July 2, 2025 Daniel S. Webb /s/ Venu Raman Kumar Chairman & Director July 2, 2025 Venu Raman Kumar /s/ Sudhir Appukuttan Panikassery Director July 2, 2025 Sudhir Appukuttan Panikassery /s/ Alok Kochhar Director July 2, 2025 Alok Kochhar /s/ Biswajit Dasgupta Director July 2, 2025 Biswajit Dasgupta /s/ Nina B. Shapiro Director July 2, 2025 Nina B. Shapiro 93 AERIES TECHNOLOGY, INC. INDEX TO FINANCIAL STATEMENTS Report of Independent Registered Public Accounting Firm F-2 Consolidated Financial Statements: Consolidated Balance Sheets as of March 31, 2025 and 2024 F-3 Consolidated Statements of Operations for the Year ended March 31, 2025 and 2024 F-4 Consolidated Statements of Comprehensive (loss) / Income for the Year ended March 31, 2025 and 2024 F-5 Consolidated Statements of Changes in Temporary Equity and Shareholders’ Deficit for the Year ended March 31, 2025 and 2024 F-6 Consolidated Statements of Cash Flows for the Year ended March 31, 2025 and 2024 F-7 Notes to Consolidated Financial Statements F-8 to F-47 F- 1 REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM To the Shareholders and the Board of Directors of Aeries Technology, Inc. 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, 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 These Consolidated financial statements are the responsibility of the Company’s management. Our responsibility is to express an opinion on the Company’s Consolidated financial statements based on our audit. We are a public accounting firm registered with the Public Company Accounting Oversight Board (United States) (“PCAOB”) and are required to be independent with respect to the Company in accordance with the U.S. federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB. We conducted our audit in accordance with the standards of the PCAOB. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the consolidated financial statements are free of material misstatement, whether due to error or fraud. The Company is not required to have, nor were we engaged to perform an audit of its internal control over financial reporting. As part of our audit, we are required to obtain an understanding of internal control over financial reporting, but not for the purpose of expressing an opinion on the effectiveness of the Company’s internal control over financial reporting. Accordingly, we express no such opinion. Our audits 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. Our audits also included evaluating the accounting principles used and significant estimates made by management, as well as evaluating the overall presentation of the consolidated financial statements. We believe that our audit provides a reasonable basis for our opinion. Critical Audit Matters The critical audit matters communicated below are matters arising from the current period audit of the consolidated financial statements that were communicated or required to be communicated to the audit committee and that: (1) relate to accounts or disclosures that are material to the consolidated financial statements and (2) involved our especially challenging, subjective, or complex judgments. We determined that there are no critical audit matters. /s/ Manohar Chowdhry & Associates Manohar Chowdhry & Associates Chartered Accountants 5341 We are serving as the Company’s auditor since fiscal 2024 Chennai, India July 2, 2025 UDIN: 25228596BMOBPD2252 F- 2 AERIES TECHNOLOGY, INC. AND SUBSIDIARIES CONSOLIDATED BALANCE SHEETS As of March 31, 2025 and March 31, 2024 (in thousands of United States dollars, except share and per share amounts) As of March 31, 2025 2024 ASSETS Current assets: Cash and cash equivalents $ 2,764 $ 2,084 Accounts receivable, net of allowance of $ 3,574 and $ 1,263 as of March 31, 2025 and March 31, 2024, respectively 10,982 23,757 Prepaid expenses and other current assets, net of allowance of $ 0 and $ 1 , as of March 31, 2025 and March 31, 2024, respectively 7,581 6,995 Total current assets $ 21,327 $ 32,836 Property and equipment, net 1,570 3,579 Operating right-of-use assets 9,602 7,318 Deferred tax assets, net 4,064 1,933 Long-term investments, net of allowance of $ 76 and $ 126 , as of March 31, 2025 and March 31, 2024, respectively 1,830 1,612 Other assets, net of allowance of $ 0 and $ 1 , as of March 31, 2025 and March 31, 2024, respectively 1,440 2,129 Total assets $ 39,833 $ 49,407 LIABILITIES, REDEEMABLE NONCONTROLLING INTEREST AND SHAREHOLDERS’ EQUITY / (DEFICIT) Current liabilities: Accounts payable $ 8,154 $ 6,616 Accrued compensation and related benefits, current 2,432 3,119 Operating lease liabilities, current 2,543 2,080 Short-term borrowings 6,504 6,778 Forward purchase agreement put option liability 5,034 10,244 Other current liabilities 7,753 9,288 Total current liabilities $ 32,420 $ 38,125 Long term debt 1,096 1,440 Operating lease liabilities, noncurrent 7,483 5,615 Derivative warrant liabilities 629 1,367 Deferred tax liabilities, net 139 92 Other liabilities 4,170 3,948 Total liabilities $ 45,937 $ 50,587 Commitments and contingencies (Note 16) Redeemable noncontrolling interest ( 42 ) 734 Shareholders’ equity / (deficit) Preference shares, $ 0.0001 par value; 5,000,000 shares authorized; none issued or outstanding - - Class A ordinary shares, $ 0.0001 par value; 500,000,000 shares authorized; 47,152,626 shares issued and outstanding as of March 31, 2025; 15,619,004 shares issued and outstanding as of March 31, 2024 5 2 Class V ordinary shares, $ 0.0001 par value; 1 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 27,203 - Less: Common Stock held in treasury at cost; 1,285,392 shares as on March 31, 2025 and 0 shares as on March 31, 2024 ( 724 ) - Accumulated other comprehensive loss ( 908 ) ( 574 ) Accumulated deficit ( 31,380 ) ( 11,668 ) Total Aeries Technology, Inc. shareholders’ deficit $ ( 5,804 ) $ ( 12,240 ) Noncontrolling interest ( 258 ) 10,326 Total shareholders’ deficit ( 6,062 ) ( 1,914 ) Total liabilities, redeemable noncontrolling interest and shareholders’ deficit $ 39,833 $ 49,407 The accompanying notes are an integral part of these consolidated financial statements. F- 3 AERIES TECHNOLOGY, INC. AND SUBSIDIARIES CONSOLIDATED STATEMENTS OF OPERATIONS For the years ended March 31, 2025 and 2024 (in thousands of United States dollars, except share and per share amounts) Year Ended March 31, 2025 2024 Revenue, net $ 70,198 $ 72,509 Cost of revenue 53,478 50,868 Gross profit 16,720 21,641 Operating expenses Selling, general & administrative expenses 45,490 18,654 Total operating expenses 45,490 18,654 (Loss) / income from operations ( 28,770 ) 2,987 Other income / (expense) Change in fair value forward purchase agreement put option liability 4,585 14,765 Change in fair value of derivative warrant liabilities 738 1,402 Gain on settlement of forward purchase agreement put option liability 581 - Interest income 326 275 Interest expense ( 751 ) ( 462 ) Other (expense) / income, net 624 160 Total other income / (expense), net 6,103 16,140 (Loss) / income before income taxes ( 22,667 ) 19,127 Income tax benefit / (expense) 1,072 ( 1,871 ) Net (loss) / income $ ( 21,595 ) $ 17,256 Net (loss) / income attributable to noncontrolling interests ( 1,163 ) 202 Net (loss) / income attributable to redeemable noncontrolling interests ( 718 ) 1,397 Net (loss) / income attributable to Aeries Technology Inc. $ ( 19,714 ) $ 15,657 Weighted average shares outstanding of Class A ordinary shares, basic and diluted (1) 43,080,693 15,532,382 Basic and diluted net (loss) / income per Class A ordinary share (1) $ ( 0.46 ) $ 0.91 (1) For the year ended March 31, 2024, net income per Class A ordinary share and weighted average Class A ordinary shares outstanding is representative of the period from November 6, 2023 through March 31, 2024, the period following the Business Combination, as defined in Note 1. For more information refer to Note 21. The accompanying notes are an integral part of these consolidated financial statements. F- 4 AERIES TECHNOLOGY, INC. AND SUBSIDIARIES 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) Year Ended March 31, 2025 2024 Net (loss) / income $ ( 21,595 ) $ 17,256 Other comprehensive loss, net of tax Foreign currency translation adjustments ( 332 ) ( 185 ) Unrecognized actuarial (loss) / gain on defined employee benefit plan obligations ( 85 ) 12 Total other comprehensive loss, net of tax ( 417 ) ( 173 ) Comprehensive (loss) / income, net of tax $ ( 22,012 ) $ 17,083 Comprehensive (loss) / income attributable to noncontrolling interests ( 1,189 ) 180 Comprehensive (loss) / income attributable to redeemable noncontrolling interests ( 776 ) 1,407 Total comprehensive (loss) / income attributable to Aeries Technology, Inc. $ ( 20,047 ) $ 15,496 The accompanying notes are an integral part of these consolidated financial statements. F- 5 AERIES TECHNOLOGY, INC. AND SUBSIDIARIES CONSOLIDATED STATEMENTS OF CHANGES IN REDEEMABLE NONCONTROLLING INTEREST AND SHAREHOLDERS’ EQUITY / (DEFICIT) For the year ended March 31, 2025 and 2024 (in thousands of United States dollars except share and per share amounts) Redeemable noncontrolling Ordinary Shares Class A Ordinary Shares Class V Ordinary Shares Treasury Shares Net shareholders’ investment and additional paid-in (Accumulated deficit) retained Accumulated other comprehensive Total Aeries Technology, Inc. shareholders’ equity Noncontrolling Total Shareholders’ equity interest Shares Amount Shares Amount Shares Amount capital Earnings loss (deficit) interest (deficit) Balance as at April 1, 2024 $ 734 15,619,004 $ 2 1 $ 0 - $ - $ - $ ( 11,668 ) $ ( 574 ) $ ( 12,240 ) $ 10,326 $ ( 1,914 ) Net loss for the period prior to share exchange - - - - - - - - ( 430 ) - ( 430 ) ( 244 ) ( 674 ) Other comprehensive loss for the period prior to share exchange - - - - - - - - - ( 1 ) ( 1 ) - ( 1 ) Issuance of Class A ordinary shares with respect to share exchange agreement - 21,337,000 2 - - - - 9,396 - - 9,398 ( 9,396 ) 2 Issuance of Class A ordinary shares in connection with private placement - 2,211,778 - - - - - 4,675 - - 4,675 - 4,675 Settlement of accounts payable through issuance of Class A ordinary shares - 181,639 1 - - - - 342 - - 343 - 343 Stock based compensation - 9,031,027 - - - - - 12,746 - - 12,746 - 12,746 Net (loss) / income for the period post share exchange ( 719 ) - - - - - - - ( 19,282 ) - ( 19,282 ) ( 919 ) ( 20,201 ) Other comprehensive loss for the period post share exchange ( 57 ) - - - - - - - ( 333 ) ( 333 ) ( 25 ) ( 358 ) Settlement of forward purchase agreement put option liability through issuance of Class A ordinary shares - 57,811 - - - - - 44 - - 44 - 44 Reversal of additional bonus shares issued * - ( 241 ) - - - - - - - - - - - Purchase of Treasury Stock - ( 1,285,392 ) - - - 1,285,392 ( 724 ) - - - ( 724 ) - ( 724 ) Balance as at March 31, 2025 $ ( 42 ) 47,152,626 $ 5 1 $ 0 1,285,392 $ ( 724 ) $ 27,203 $ ( 31,380 ) $ ( 908 ) $ ( 5,804 ) $ ( 258 ) $ ( 6,062 ) * 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 Ordinary Shares Class A Ordinary Shares Class V Net shareholders’ investment and additional paid-in (Accumulated deficit) retained Accumulated other comprehensive Total Aeries Technology, Inc. shareholders’ equity Noncontrolling Total shareholders’ equity interest Shares Amount Shares Amount capital Earnings loss (deficit) interest (deficit) Balance as at April 1, 2023 $ - - 10,000 $ - - $ - $ 7,221 $ 6,318 $ ( 1,349 ) $ 12,190 $ 1,279 $ 13,469 Transition period adjustment pursuant to ASC 326, net of tax - - - - - - ( 190 ) - ( 190 ) ( 33 ) ( 223 ) Adjusted Balance as of April 1, 2023 - 10,000 - - - 7,221 6,128 ( 1,349 ) 12,000 1,246 13,246 Stock-based compensation - - - - - 1,626 - - 1,626 - 1,626 Net changes in net stockholders’ investment - - - - - ( 10 ) - - ( 10 ) - ( 10 ) Share in Pre-Merger net income - - - - - - 1,479 - 1,479 137 1,616 Share in Pre-Merger other comprehensive income - - - - - - - ( 169 ) ( 169 ) ( 22 ) ( 191 ) Impact of reverse recapitalization (Refer note 1) 9,581 15,247,666 2 1 0 ( 38,492 ) ( 4,701 ) 936 ( 42,255 ) ( 1,354 ) ( 43,609 ) Settlement of accounts payable through issuance of shares - 361,338 - - - 903 - - 903 - 903 Net income for the period post Business Combination upto redeemable noncontrolling interest reclass 1,391 - - - - - 12,484 - 12,484 - 12,484 Other comprehensive loss post Business Combination upto redeemable noncontrolling interest reclass 10 - - - - - - 7 7 - 7 Reclassification of redeemable noncontrolling interest to noncontrolling interest ( 10,254 ) - - - - - - - - 10,254 10,254 Net income for the period post Business Combination post redeemable noncontrolling interest reclass 6 - - - - - 1,694 - 1,694 65 1,759 Other comprehensive loss post Business Combination post redeemable noncontrolling interest reclass - - - - - - - 1 1 - 1 Reclassification of negative additional paid-in capital - - - - - 28,752 ( 28,752 ) - - - Balance as at March 31, 2024 $ 734 15,619,004 $ 2 1 $ 0 $ - $ ( 11,668 ) $ ( 574 ) $ ( 12,240 ) $ 10,326 $ ( 1,914 ) The accompanying notes are an integral part of these consolidated financial statements. F- 6 AERIES TECHNOLOGY, INC. AND SUBSIDIARIES CONSOLIDATED STATEMENTS OF CASH FLOWS For the years ended March 31, 2025, and 2024 (in thousands of United States dollars except share and per share amounts) Year Ended March 31, 2025 2024 Cash flows from operating activities Net (loss) / income $ ( 21,595 ) $ 17,256 Adjustments to reconcile net loss to net cash (used in) / provided by operating activities: Depreciation and amortization expense 1,384 1,352 Impairment Loss 1,693 - Stock-based compensation expense 12,746 1,626 Deferred tax benefit ( 2,109 ) ( 718 ) Accrued income from long-term investments ( 216 ) ( 196 ) Provision for expected credit loss 2,091 1,098 Gain on lease termination ( 29 ) ( 13 ) Profit on sale of property and equipment 90 12 Sundry balances written back ( 699 ) ( 48 ) Change in fair value of forward purchase agreement put option liability ( 4,585 ) ( 14,765 ) Change in fair value of derivative warrant liabilities ( 738 ) ( 1,402 ) Gain on settlement of forward purchase agreement put option liability ( 581 ) - Loss on issuance of shares against accounts payable 342 48 Unrealized exchange gain 44 ( 26 ) Sundry balances written off 9,479 - Changes in operating assets and liabilities: Accounts receivable 261 ( 11,741 ) Prepaid expenses and other current assets ( 1,284 ) ( 340 ) Operating right-of-use assets ( 3,470 ) ( 1,839 ) Other assets ( 89 ) 312 Accounts payable 3,699 ( 568 ) Accrued compensation and related benefits, current ( 581 ) 323 Other current liabilities ( 842 ) 2,378 Operating lease liabilities 3,555 1,953 Other liabilities 425 999 Net cash used in operating activities ( 1,009 ) ( 4,299 ) Cash flows from investing activities Acquisition of property and equipment ( 1,484 ) ( 1,520 ) Sale of property and equipment 217 11 Issuance of loans to affiliates ( 1,356 ) ( 2,325 ) Payments received for loans to affiliates 1,765 2,094 Net cash used in investing activities ( 858 ) ( 1,740 ) Cash flows from financing activities Net proceeds from short term borrowings ( 405 ) 2,545 Payment of promissory note liability - ( 1,500 ) Payment of insurance financing liability ( 491 ) ( 448 ) Proceeds from long-term debt 1,506 882 Repayment of long-term debt ( 1,777 ) ( 391 ) Payment of finance lease obligations ( 335 ) ( 391 ) Payment of deferred transaction costs ( 20 ) ( 2,297 ) Net changes in net shareholders’ investment - ( 10 ) Proceeds from issuance of Class A ordinary shares and forward purchase agreements in connection with Business Combination, net - 8,666 Proceeds from issuance of Class A ordinary shares, net of issuance cost 4,678 - Payment for purchase of treasury shares ( 724 ) Net cash provided by financing activities 2,432 7,056 Effect of exchange rate changes on cash and cash equivalents 115 ( 64 ) Net increase in cash and cash equivalents 680 953 Cash and cash equivalents at the beginning of the year 2,084 1,131 Cash and cash equivalents at the end of the year $ 2,764 $ 2,084 Supplemental cash flow disclosure: Cash paid for interest $ 910 $ 465 Cash paid for income taxes, net of refunds $ 2,503 $ 1,008 Supplemental disclosure of non-cash investing and financing activities: Unpaid deferred transaction costs included in accounts payable and other current liabilities $ - $ 4,344 Equipment acquired under finance lease obligations $ 117 $ 313 Property and equipment purchase included in accounts payable $ 1 $ 162 Settlement of accounts payable through issuance of Class A ordinary shares to vendors $ 342 $ 855 Assumption of net liabilities from Business Combination $ - $ 38,994 The accompanying notes are an integral part of these consolidated financial statements. F- 7 AERIES TECHNOLOGY, INC. AND SUBSIDIARIES NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (in thousands of United States dollars except share and per share amounts) Note 1 - Nature of Operations Unless the context otherwise requires, Aeries Technology, Inc. and its subsidiaries, excluding the fintech and investing business activities, is herein referred to as the “Company”, “ATI”, the “registrant”, “us,” “we” and “our” in these consolidated financial statements. Aark Singapore Pte. Ltd., 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 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, 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. Ltd. (“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, Inc. 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 (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. Refer to the section “Reverse Recapitalization” below for details. F- 8 Reverse Recapitalization 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; ● AARK has the ability to elect a majority of the members of ATI’s governing body; ● AARK’s executive team makes up the executive team of ATI; ● AARK represents an operating entity (group) with operating assets, revenues, and earnings significantly larger than WWAC. Under a reverse recapitalization, while 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 . Additionally, there were 9,527,810 Private Placement Warrants (defined below) and 11,499,991 Public Warrants (defined below) outstanding with a right to purchase 21,027,801 Class A ordinary shares. Upon closing of the Business Combination, the total number of ATI’s Class A ordinary shares issued and outstanding was 15,257,666 . Further, certain Class A ordinary shareholders entered into non-redemption agreements executed on November 3, 2023 and November 5, 2023, to reverse redemptions for an aggregate of 1,652,892 Class A ordinary shares while waiving their right to receive any “Bonus Shares” issued under the Merger Agreement. In connection with the closing, holders of 2,697,052 Class A ordinary shares of 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. The number of Class A ordinary shares issued and outstanding immediately following the consummation of the Business Combination were: Schedule of consummation of business combination Public Shareholders (Redeemable Class A ordinary shares), including Bonus Shares (1)(7) 3,157,228 Shares held by Worldwide Webb Acquisition Sponsor, LLC (the “Sponsor”) and other initial holders (2)(3) 2,750,000 Shares held by Innovo Consultancy DMCC (4) 5,638,530 Shares held by FPA (as defined below) Holders (5) 3,711,667 Total (6) 15,257,425 (1) Includes 87,133 Bonus Shares issued to the Company’s public shareholders and 1,024,335 “Extension Shares” issued to certain holders of Class A ordinary shares (the “Holders”) in accordance with the Non-Redemption Agreement entered into between WWAC, the Sponsor, and the Holders of Class A ordinary shares. Also includes 288,333 shares purchased by the Forward Purchase Agreement (“FPA”) holders in the open market or via redemption reversals prior to the consummation of the Business Combination. F- 9 (2) Includes 1,500,000 Class A ordinary shares issued to the Sponsor and 1,250,000 Class A ordinary shares issued to certain anchor investors upon conversion of Class B ordinary shares concurrently with the consummation of the Business Combination. 3,000,000 Class B ordinary shares were forfeited by the Sponsor upon the consummation of the Business Combination. (3) Does not include (i) 1,500,000 Class B ordinary shares forfeited upon the consummation of the Business Combination, or (ii) 1,500,000 Class B ordinary shares forfeited pursuant to a Support Agreement with the Sponsor. (4) Includes (i) 3,000,000 Class A 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. (5) Represents a new issuance of Class A ordinary shares to the Forward Purchase Agreement holders in accordance with the Forward Purchase Agreement. (6) Does not include 10,000 AARK ordinary shares and 655,788 Aeries Technology Group Business Accelerators Private Limited’s ordinary shares 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 Aeries Technology, Inc. in connection with the Exchange Agreements, which is further discussed in Note 16. (7) 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. 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.” Note 2 - Summary of Significant Accounting Policies Basis of Preparation The Company’s accompanying consolidated financial statements have been prepared in accordance with accounting principles generally accepted in the United States of America (“US GAAP”) and pursuant to the rules and regulations of the Securities and Exchange Commission (“SEC”). 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” below. All intercompany balances and transactions have been eliminated in consolidation. 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. F- 10 Further, Section 102(b)(1) of the JOBS Act exempts emerging growth companies from being required to comply with new or revised financial accounting standards until private companies (that is, those that have not had a Securities Act registration statement declared effective or do not have a class of securities registered under the Exchange Act) are required to comply with the new or revised financial accounting standards. The JOBS Act provides that an emerging growth company can elect to opt out of the extended transition period and comply with the requirements that apply to non-emerging growth companies but any such election to opt out is irrevocable. The Company has elected not to opt out of such extended transition period which means that when a standard is issued or revised and it has different application dates for public or private companies, the Company, as an emerging growth company, can adopt the new or revised standard at the time private companies adopt the new or revised standard. This may make comparison of the Company’s consolidated financial statements with another public company which is neither an emerging growth company nor an emerging growth company which has opted out of using the extended transition period difficult or impossible because of the potential differences in accounting standards used. Going Concern In accordance with ASC Subtopic 205-40, Presentation of Financial Statements—Going Concern (“ASC 205-40”), the Company has the responsibility to evaluate whether conditions and/or events raise substantial doubt about its ability to meet its obligations as they become due within one year after the date that the financial statements are issued. The accompanying consolidated financial statements have been prepared using the going concern basis of accounting, which contemplates the realization of assets and the satisfaction of liabilities in the normal course of business. The going concern basis of presentation assumes that the Company will continue in operation one year after the date these financial statements are issued and will be able to realize its assets and discharge its liabilities and commitments in the normal course of business. 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 ). 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, 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. This 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 $ 8,000 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 . F- 11 ● 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. F- 12 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 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 estimates. Segment Reporting The Company operates as one operating segment. The Company’s chief operating decision maker is its chief executive officer, who reviews financial information presented on a consolidated basis for the purposes of making operating decisions, assessing financial performance and allocating resources. 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 Shares”). 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 The Company accounts for the Warrants (defined below) in accordance with the guidance contained in ASC 815-40 under which the Instruments (as defined below) do not meet the criteria for equity treatment and must be recorded as liabilities. The Company accounts for the FPA put option liability as a financial liability in accordance with the guidance in ASC 480-10. Warrants and FPA are collectively referred as the “Instruments”. The Instruments are subjected to re-measurement at each balance sheet date until exercised, and any change in fair value is recognized in the Company’s consolidated statement of operations. See Note 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. F- 13 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. ● 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 Fair value is defined as the exchange price that would be received for an asset or paid to transfer a liability (an exit price) in the principal or most advantageous market for the asset or liability in an orderly transaction between market participants on the measurement date. Valuation techniques used to measure fair value should maximize the use of observable inputs and minimize the use of unobservable inputs. Assets and liabilities recorded at fair value in the consolidated financial statements are categorized based upon the level of judgment associated with the inputs used to measure their fair value. Hierarchical levels which are directly related to the amount of subjectivity associated with the inputs to the valuation of these assets or liabilities are as follows: Level 1 – Inputs are unadjusted, quoted prices in active markets for identical assets or liabilities at the measurement date. Level 2 – Inputs that are observable, either directly or indirectly. Such prices may be based upon quoted prices for identical or comparable securities in active markets or inputs not quoted on active markets but corroborated by market data. Level 3 – Unobservable inputs that are supported by little or no market activity and reflect management’s best estimate of what market participants would use in pricing the asset or liability at the measurement date. Consideration is given to the risk inherent in the valuation technique and the risk inherent in the inputs to the model. A financial instrument’s categorization within the valuation hierarchy is based upon the lowest level of input that is significant to the fair value measurement. F- 14 Fair Value of Financial Instruments 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, 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 Year Ended March 31, 2025 2024 Customer 1 21 % 14 % Customer 2 12 % 12 % Accounts receivable, net The Company records a receivable when an unconditional right to consideration exists, such that only the passage of time is required before payment of consideration is due. Timing of revenue recognition may differ from the timing of invoicing to customers. If revenue recognized on a contract exceeds the billings, then the Company records an unbilled receivable for that excess amount, which is included as part of accounts receivable, net in the Company’s consolidated balance sheets. 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 $ 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. F- 15 The following tables provides details of the Company’s allowance for credit losses on accounts receivable: Schedule of allowance for credit losses Year Ended March 31, 2025 2024 Opening balance as of April 1 $ 1,263 $ - Transition period adjustment on accounts receivables (through retained earnings) pursuant to ASC 326 - 149 Adjusted balance as of April 1 $ 1,263 $ 149 Additions charged to cost and expense 11,790 1,538 Write-off charged against the allowance ( 9,479 ) ( 424 ) Closing balance as of March 31 $ 3,574 $ 1,263 Long-Term Investments The Company’s long-term investments consist of debt and non-marketable equity investments in privately held companies in which the Company does not have a controlling interest or significant influence, which have maturities in excess of one year and the Company does not intend to sell. Debt investments of mandatorily redeemable preference shares, which are classified as held-to-maturity since the Company has the intent and contractual ability to hold these securities to maturity. These investments are reported at amortized cost and are subject to an ongoing impairment evaluation. Income from these investments is recorded in “Interest income” in the consolidated statements of operations. Under 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 $ 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 Year Ended March 31, 2025 2024 Opening balance as of April 1 $ 126 $ - Transition period adjustment on long term investments (through retained earnings) pursuant to ASC 326 - 126 Adjusted balance as of April 1 $ 126 $ 126 Change in provision for credit losses ( 50 ) - Closing balance as of March 31 $ 76 $ 126 The Company includes these long-term investments in “Long-term investments” on the consolidated balance sheets. Revenue Recognition The Company determines revenue recognition through the application of the following five step model in accordance with ASC 606: (1) identification of the contract, or contracts, with a customer; (2) identification of the performance obligations in a contract; (3) determination of the transaction price; (4) allocation of the transaction price to the performance obligations in the contract; and (5) recognition of revenue when, or as, performance obligations are satisfied. F- 16 Nature of Services The Company derives revenues from contracts for management consultancy services, which entail providing customized and integrated advisory and operational management services, each of which constitute a separate performance obligation. These contracts have different terms based on the scope, performance obligations and complexity of the engagement, which frequently requires the Company to make judgments and estimates in recognizing revenues. The Company’s advisory services entail the provision of strategic consulting services at the onset and during the contractual term and are billed on a time-and materials basis. Operational management services entail provision of tailored offshoring services in respect of customers’ business operations and are billed on a cost-plus basis. Revenue on time and material arrangements is recognized based on the actual hours performed at the contracted billable rates for services provided, plus costs incurred on behalf of the customer. Revenue on cost-plus arrangements is recognized to the extent of costs incurred, plus the contractually agreed-upon margin earned. The Company’s performance obligations are satisfied over time and since contractual billings correspond with the value provided to a customer, the Company recognizes revenue in the amount of consideration for which it has the right to invoice using the as-invoiced practical expedient. If there is an uncertainty about the receipt of payment for the services, revenue is recognized to the extent that a significant reversal of revenue would not be probable. 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. Cost of Revenue Cost of revenue primarily consists of personnel-related costs directly associated with the Company’s professional services, including salaries, benefits, bonuses, the costs of contracted third-party partners, travel expenses, depreciation related to the Company’s infrastructure and equipment dedicated for customer use, and other overhead. Selling, General and Administrative Expenses Selling, general and administrative expenses include compensation for executive management, sales and marketing employees, advertising costs, finance administration and human resources, facility costs, personnel-related expenses directly associated with the Company’s IT staff, bad debt expenses, professional service fees, depreciation, and other general overhead costs to support the Company’s operations. F- 17 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 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. established a controlled trust called the Aeries Employee Stock Option Trust (“ESOP Trust”). The ESOP Trust purchased shares of Aeries Technology Group Business Accelerators Pvt Ltd. from funds borrowed from the entity. The entity’s Board of Directors recommends to the ESOP Trust certain employees, officers and key management personnel, to whom the ESOP Trust will be required to grant shares from its holdings at the exercise price. Such shares granted to employees are subject to the vesting conditions of the plans described below. The Company measures compensation expense for all stock-based awards based on the estimated fair value of the awards on the date of grant. Stock-based awards include stock options with service-based and/or performance-based vesting conditions. For awards that vest based on continued service, stock-based compensation is recognized on a straight-line basis over the requisite service period. For awards with performance-based vesting conditions, stock-based compensation expense is recognized using an accelerated attribution method from the time it is deemed probable that the vesting condition will be met through the time the service-based vesting condition has been achieved. The Company reassesses the probability of achieving the performance condition at each reporting date. The fair value of employee stock options are determined using the Black-Scholes Merton (“BSM”) model using various inputs, including estimates of expected volatility, term, risk-free rate, and future dividends. The Company recognizes compensation costs on a straight-line basis over the requisite service period of the employee which is generally the option vesting term. The Company accounts for forfeitures as they occur. Fair Value of Common Stock – Given the absence of a public trading market for shares of ATGBA, the Company considers numerous objective and subjective factors to determine the fair value of common stock at each meeting at which awards are approved. These factors include, but are not limited to, contemporaneous valuations of common stock performed by an independent valuation specialist; developments in the Company’s business and stage of development; the Company’s operational and financial performance and condition; current condition of capital markets and the likelihood of achieving a liquidity event, such as sale of the Company; and the lack of marketability of the Company’s common stock. Dividend Yield – The Company bases the assumed dividend yield on its expectation of not paying dividends in the foreseeable future. Consequently, the expected dividend yield used is zero. Expected Volatility – The volatility is derived from the average historical stock volatilities of a peer group of public companies that the Company considers to be comparable to its business over a period equivalent to the expected term of the share-based grants. The peer group is periodically re-evaluated to properly align to the changes and developments of the Company’s business. Risk-free Interest Rate – The risk-free interest rate assumption is based upon observed interest rates on U.S. Treasury bonds whose maturity period is appropriate for the term of the options. Expected Term – The Company calculates the expected term using the simplified method based on the options vesting term and contractual terms as the Company did not have sufficient relevant historical information to develop reasonable expectations about future exercise patterns and post-vesting employment termination behavior. F- 18 Income Taxes The Company records income taxes using the asset and liability method, which requires the recognition of deferred tax assets and liabilities for the expected future tax consequences of events that have been recognized in the Company’s consolidated financial statements or tax returns. Deferred tax assets and liabilities are measured using the tax rates that are expected to apply to taxable income for the years in which those tax assets and liabilities are expected to be realized or settled. The Company nets the deferred tax assets and deferred tax liabilities from temporary differences arising from a particular tax-paying component of the Company within the same tax jurisdiction and presents the net asset or liability as long term. The effect on deferred tax assets and liabilities of a change in tax rates is recognized in the consolidated statements of comprehensive income in the period that includes the enactment date. Valuation allowances are provided when necessary to reduce deferred tax assets to the amount expected to be realized. We have elected to account for the tax effects of the global intangible low tax Income provision as a current period expense. The Company recognizes tax benefits from uncertain tax positions if it is more likely than not that the tax position will be sustained on examination by the taxing authorities based on the technical merits of the position. Although the Company believes that it has adequately reserved for uncertain tax positions, the Company can provide no assurance that the final tax outcome of these matters will not be materially different. The Company makes adjustment to these reserves when facts and circumstances change, such as the closing of a tax audit or the refinement of an estimate. To the extent that the final outcome of these matters is different than the amounts recorded, such differences will affect the provision for income taxes in the period in which such determination is made and could have a material impact on our financial condition and results of operations. The Company elects to record interest accrued and penalties related to unrecognized tax benefits in the consolidated statements of operations as a component of provision for income taxes. Accumulated Other Comprehensive Loss Accumulated other comprehensive loss consists of changes, net of taxes, in the cumulative foreign currency translation adjustments and actuarial gains and losses on defined benefit plans. Property and Equipment Property and equipment are stated at cost less accumulated depreciation and amortization, subject to review of impairment. Expenditures for replacements and improvements are capitalized, whereas the costs of maintenance and repairs are charged to earnings as incurred. Property and equipment include assets that the Company owns and finance lease arrangements. Property and equipment are depreciated using the straight-line method over the estimated useful lives of the assets as follows: Schedule of estimated useful lives Software and computer equipment 3 - 6 years Office equipment 5 years Furniture and fixtures 10 years Vehicle 8 - 10 years Internal-use software 5 years Leasehold improvements Shorter of lease term or estimated useful life F- 19 Internal Use Software Costs The Company capitalizes certain costs related to internal use software acquired, modified, or developed related to the Company’s platform. These capitalized costs are primarily related to salaries and other personnel costs. Costs incurred in the preliminary stages of development are expensed as incurred. Once the application development stage has been reached, internal and external costs, if direct and incremental, are capitalized until the software is substantially complete and ready for its intended use. Capitalization ceases upon completion of all substantial testing. Maintenance and training costs are expensed as incurred. For the years ended March 31, 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. 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. Leases At the inception of a contract, the Company assesses whether the contract is, or contains, a lease. The Company’s assessment is based on whether: (1) the contract involves the use of a distinct identified asset, (2) the Company obtains the right to substantially all the economic benefit from the use of the asset throughout the term of the contract, and (3) the Company has the right to direct the use of the asset. Leases are classified as either finance leases or operating leases. A lease is classified as a finance lease if any one of the following criteria are met: (1) the lease transfers ownership of the asset by the end of the lease term, (2) the lease contains an option to purchase the asset that is reasonably certain to be exercised, (3) the lease term is for a major part of the remaining useful life of the asset or (4) the present value of the lease payments equals or exceeds substantially all of the fair value of the asset, (5) the leased asset is so specialized that the asset will have little to no value at the end of the lease term. A lease is classified as an operating lease if it does not meet any one of the above criteria. Assets acquired under finance leases are recorded in property and equipment, net. Lease liabilities are recognized at the present value of the fixed lease payments, reduced by landlord incentives using a discount rate based on similarly secured borrowings available to us. Lease assets are recognized based on the initial present value of the fixed lease payments, reduced by landlord incentives, plus any direct costs from executing the leases. Lease assets are tested for impairment in the same manner as long-lived assets used in operations. Leasehold improvements are capitalized at cost and amortized over the lesser of their expected useful life or the lease term. F- 20 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. Foreign Currency Transactions and Translation The Company’s consolidated financial statements are reported in U.S. dollars. The functional currency of the Company is the U.S. dollars. The functional currency for the Company’s subsidiaries organized in India, Mexico and the United States are their respective local currencies. The Company translates the assets and liabilities of its non-U.S. Dollar functional currency subsidiaries into U.S. Dollars using exchange rates in effect at the end of each period. Amounts classified in stockholder’s equity are translated at historical exchange rates. Revenues and expenses for these subsidiaries are translated using rates that approximate those in effect during the period. Gains and losses from these translations are recognized in cumulative translation adjustment included in “Accumulated other comprehensive loss” on the consolidated balance sheets. The Company remeasures monetary assets and liabilities that are not denominated in the functional currency at exchange rates prevailing at the date of the transaction. Monetary items denominated in foreign currency remaining unsettled at the end of the year are translated at the closing rates as of the last day of the year. Gains and losses from these remeasurements are recognized within “Other (expense) / income, net” in the consolidated statements of operations and were $(117) and $21 for the years ending March 31, 2025 and 2024, respectively. F- 21 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 $ 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, 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 end. Actuarial valuation is carried out for gratuity using the projected unit credit method. These costs primarily represent the increase in the actuarial present value of the obligation for pension benefits based on employee service during the year and the interest on this obligation in respect of employee service in previous years. The obligation is included in “Accrued compensation and related benefits, current” while the long-term portion is included in “Other liabilities” on the consolidated balance sheets. Changes in fair value of the obligation are recorded in “Other comprehensive loss” in the consolidated statements of other comprehensive income and generally amortized over the average remaining service period of the active employees expected to receive benefits under the plan. 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 $ 2,553 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 period. 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 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 statements. F- 22 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. 2023-09, 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 ASU No. 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 prepaid and other current assets As of March 31, 2025 2024 Advance non-income taxes [1] $ 3,680 $ 4,179 Prepaid expenses 1,196 878 Advance to vendors 838 728 Security deposits 114 424 Other 1,753 786 $ 7,581 $ 6,995 [1] Advance non-income taxes consist of tax credits owed to the Company that were levied from taxing authorities. F- 23 Note 4 - Property and Equipment, net Property and equipment, net, consists of the following: Schedule of property and equipment As of March 31, 2025 2024 Software and computer equipment [1] [2] $ 3,972 $ 5,009 Leasehold improvements [1] 944 1,095 Office equipment [1] 432 528 Internal-use software under development [2] - 769 Furniture and fixtures [1] 165 110 Vehicles 324 247 Property and equipment, gross $ 5,837 $ 7,758 Accumulated depreciation and amortization [1] ( 4,266 ) ( 4,179 ) Property and equipment, net $ 1,571 $ 3,579 [1] Property and equipment held under finance lease arrangements amounted to $ 247 and $ 443 as of March 31, 2025 and 2024, respectively. Accumulated depreciation for property and equipment held under finance lease arrangements was $ 1,632 and $ 1,127 as of March 31, 2025 and March 31, 2024, respectively. Depreciation expense in respect to these assets was $ 303 and $ 401 for the years ended March 31, 2025 and 2024, 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, 2025. 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. F- 24 Note 5 - Long-Term Investments Common Stock The Company holds 6,927 shares of common stock of Boston Systems Private Limited (previously known as Empays Payment Systems India Private Ltd). 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. 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, 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 Series-A RPS carries a dividend of 0.001 % per annum. 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 As of March 31, 2025 2024 Held-to-maturity investments, amortized cost basis (net off expected credit losses) $ 840 $ 815 Interest earned on investments 990 797 Held-to-maturity investments, net carrying amount $ 1,830 $ 1,612 F- 25 Note 6 - Short-term borrowings Schedule of short-term borrowings As of March 31, 2025 2024 Short-term borrowings $ 6,480 $ 6,765 Current portion of vehicle loan 24 13 $ 6,504 $ 6,778 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, 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 of March 31, 2025 is $0. ATI 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. F- 26 Note 7 - Other Current Liabilities Other current liabilities consists of the following: Schedule of other current liabilities As of March 31, 2025 2024 Taxes payable $ 1,431 $ 3,584 Finance lease obligations, current 156 294 Accrued expenses 5,062 4,892 Deferred revenue 274 261 Other 830 257 $ 7,753 $ 9,288 Note 8 - Long-term debt Long-term debt consists of the following: Schedule of long-term debt As of March 31, 2025 2024 Loan from the director of ATGBA $ 812 $ 834 Loan from an affiliate 111 498 Non-current portion of vehicle loan 173 108 $ 1,096 $ 1,440 For additional information on the loan from the director of ATGBA, Mr. Vaibhav Rao, to a subsidiary company and loan from an affiliate, see Note 13 – Related Party Transactions - point (g) and (d), respectively. Vehicle loan On December 7, 2022, the Company entered into a vehicle loan, secured by the vehicle, for INR 11,450 (or approximately $ 134 at the exchange rate in effect on March 31, 2025) at 10.75 % from Mercedes-Benz Financial Services India Pvt. Ltd. The Company is required to repay the loan in 48 monthly instalments beginning January 4, 2023. 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. Ltd. 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: Schedule of future maturities of debt 2026 $ 24 2027 1,025 2028 12 2029 59 2030 - Total future maturities of debt $ 1,120 F- 27 Note 9 - Other Liabilities Other liabilities consist of the following: Schedule of other liabilities As of March 31, 2025 2024 Accrued compensation and related benefits $ 4,086 $ 3,777 Finance lease obligations, non-current 75 162 Other 9 9 $ 4,170 $ 3,948 Note 10 - Revenue Disaggregation of Revenue The Company presents and discusses revenues by customer location. The Company believes this disaggregation best depicts how the nature, amount, timing and uncertainty of our revenues and cash flows are affected by industry, market and other economic factors. The following table shows the disaggregation of the Company’s revenues by major customer location. Revenues are attributed to geographic regions based upon billed client location. Substantially all of the revenue in our North America region relates to operations in the United States. Schedule of disaggregation of revenue Year Ended March 31, 2025 2024 North America $ 65,486 $ 56,958 Asia Pacific and Other 4,712 15,551 Total revenue $ 70,198 $ 72,509 Contract balances Contract assets comprise amounts where the Company’s right to bill is contingent on something other than the passage of time. As of March 31, 2025 and March 31, 2024, the Company’s contract assets were $ 163 and $ 255 , respectively, and were recorded within “Prepaid expenses and other current assets”, net of allowance for credit losses, on the consolidated balance sheets. Contract liabilities, or deferred revenue, comprise amounts collected from the Company’s customers for revenues not yet earned and amounts which are anticipated to be recorded as revenues when services are performed. The amount of revenue recognized 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. There was no deferred revenue classified as non-current as of March 31, 2025 and March 31, 2024. Contract Acquisition Costs Direct and incremental costs incurred for acquiring contracts, such as sales commissions are contract acquisition costs and thereby classified under “Other current assets” and “Other assets” in the consolidated balance sheets. Such costs are amortized over the expected duration of the relationship with customers and recorded under Selling and marketing expenses in the consolidated statements of income. F- 28 Note 11 - Employee Compensation and Benefits The Company has employee benefit plans in the form of certain statutory and other programs covering its employees. Defined Benefit Plan - Gratuity The Company’s subsidiaries in India have defined benefit plans comprising of gratuity under Payments of Gratuity Act, 1972 covering eligible employees in India. The present value of the defined benefit obligations and other long-term employee benefits is determined based on actuarial valuation using the projected unit credit method. The rate used to discount defined benefit obligation is determined by reference to market yields at the balance sheet date on Indian government bonds for the estimated term of obligations. Actuarial gains or losses arising on account of experience adjustment and the effect of changes in actuarial assumptions are initially recognized in the consolidated statements of comprehensive income, and the unrecognized actuarial loss is amortized to the consolidated statements of operations over the average remaining service period of the active employees expected to receive benefits under the plan. The following table provides the status of the defined benefit plans and the amounts recognized in the Company’s consolidated financial statements based on actuarial valuations carried out for the periods ending March 31, 2025 and March 31, 2024, respectively: Schedule of defined benefit plans Year Ended March 31, 2025 2024 Changes in employee benefit plan obligations Projected benefit obligation at the beginning of the year $ 1,906 $ 1,357 Interest cost 158 98 Service cost 544 449 Actuarial gains 192 68 Benefits paid directly by employers ( 206 ) ( 47 ) Effect of exchange rate fluctuation ( 49 ) ( 19 ) Projected employee benefit plan at the end of the year $ 2,545 $ 1,906 Amounts recognized in the Consolidated Balance Sheets Recorded in accrued compensation and related benefits, current ( 371 ) ( 203 ) Recorded in other liabilities ( 2,174 ) ( 1,701 ) Total project benefit obligation $ ( 2,545 ) $ ( 1,904 ) 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 Year Ended March 31, 2025 2024 Net actuarial loss $ 621 $ 501 Deferred tax ( 161 ) ( 126 ) Total $ 460 $ 375 F- 29 Changes in “Other comprehensive loss” during the year ended March 31, 2025 and 2024 were as follows: Schedule of other comprehensive income /(loss) Year Ended March 31, 2025 2024 Net actuarial (loss) / gain $ ( 192 ) $ ( 68 ) Amortization of net actuarial (loss) / gain 72 85 Deferred tax benefit / (expense) 35 ( 5 ) Unrecognized actuarial (loss) / gain on defined employee benefit plan obligations $ ( 85 ) $ 12 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 Year Ended March 31, 2025 2024 Service costs $ 544 $ 449 Interest costs 158 98 Amortization of net actuarial loss 72 85 Net defined benefit plan costs $ 774 $ 632 Assumptions The Company uses the Projected Unit Credit Method to measure liabilities and interest costs for defined benefit obligations. Under this method, accrued benefit amount is projected to calculate future expected cashflows, which is in turn discounted back at applicable discount rate assumption to arrive at present value of benefit obligation. The rate used to discount benefit obligations (both funded and unfunded) is determined by reference to market yields on government bonds at the balance sheet date. The currency and term of the government bonds should be consistent with the currency and estimated term of the benefit obligations. The weighted average assumptions used to determine the benefit obligations of the defined benefit plans as of March 31, 2025 and 2024 are presented below: Schedule of weighted average assumptions used to determine benefit obligations Year Ended March 31, 2025 2024 Discount rate per annum 8.28 % - 9.10 % 8.28 % Rate of compensation increase per annum 7.00 % - 10.00 % 10.00 % Rate of employee turnover per annum 20.00 % 20.00 % F- 30 The table below shows the expected benefit plan payments to the current employees of the plan based on the employee’s past service up to the valuation date plus employee’s future service up to the date of payment: Schedule of expected benefit payments Expected benefit payments during As of March 31, 2025 Year 1 260 Year 2 349 Year 3 440 Year 4 490 Year 5 563 Year 6 to Year 10 2,618 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. (Loss) / income before income taxes for the year ended March 31, 2025 and 2024, are as follows: Schedule of income taxes majorly pertains Year Ended March 31, 2025 2024 United States $ 956 $ ( 309 ) India ( 8,175 ) 3,095 Cayman Islands 3,745 13,330 UAE ( 1,064 ) ( 25 ) Singapore ( 18,701 ) 2,957 Mexico 572 79 Total $ ( 22,667 ) $ 19,127 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 Year Ended March 31, 2025 2024 Current tax provision $ 1,037 $ 2,589 Deferred tax benefit ( 2,109 ) ( 718 ) Provision for Income Taxes $ ( 1,072 ) $ 1,871 F- 31 Income tax expense for the years ended March 31, 2025 and, 2024 is allocated as follows: Schedule of income tax expense Year Ended March 31, 2025 2024 (Loss) / income from operations $ ( 1,072 ) $ 1,871 Other comprehensive income Unrecognized actuarial (loss) / gain on defined employee benefit plan obligations ( 35 ) 4 Total $ ( 1,107 ) $ 1,875 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 Year Ended March 31, 2025 2024 (Loss) / income before income tax expense $ ( 22,667 ) $ 19,127 Income tax expense at tax rates applicable to the Company (i.e., 0%) - - Increase (decrease) in income taxes resulting from: Non-deductible expenses 812 383 Non-taxable income - - Reversal of deferred tax asset / liability - 7 Valuation allowance 2,871 - Tax of earlier year 270 221 True down / up ( 85 ) 78 Loss / (income) taxed at different tax rate ( 4 ) 2 Adjustments for change in rates due to different tax jurisdiction ( 4,931 ) 1,254 Set off against brought forward losses ( 76 ) ( 60 ) GILTI inclusion 113 42 Foreign Dividends gross-up and additional employee deduction for employee hired-80JJA 2 - FTC Claim ( 100 ) - Others 56 ( 56 ) Provision for income tax $ ( 1,072 ) $ 1,871 Effective tax rate 4.73 % 9.78 % F- 32 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, 2025 2024 India Singapore USA UAE Mexico India Singapore USA UAE Mexico Deferred tax assets: Property and equipment 541 - - - - 271 - - - 1 Gratuity 605 - - - - 479 - - - - Trade Payables - 178 - - - - - - - - Compensated absences 612 - - - - 660 - - - - Expenses allowed on payment basis / upon deposit of withholding taxes under section 43B / 40(a)(ia) of Indian Income Tax Act, 1961 83 - - - - - - - - - Net operating losses 1,245 2,597 - 96 - 30 - - - - Finance lease - - - - - - - - - - Intangible assets under development ( 5 ) - - - - 4 - - - - Provision for expenses 906 - 58 - 90 288 61 37 - 90 Operating lease liabilities 2,413 - - - - 1,879 - - - - Others 2 - - - - 76 - - - - Deferred tax asset before valuation allowance 6,402 2,775 58 96 90 3,687 61 37 - 91 Valuation Allowance - ( 2,775 ) - ( 96 ) - - - - - - Deferred tax asset, net of valuation allowance 6,402 - 58 - 90 3,687 61 37 - 91 As of March 31, 2025 2024 India Singapore USA UAE Mexico India Singapore USA UAE Mexico Deferred tax liabilities: Investments ( 192 ) - - - - ( 139 ) - - - - Property and equipment - - ( 1 ) - ( 3 ) - - ( 3 ) - - Operating right-of-use assets ( 2,306 ) - - - - ( 1,784 ) - - - - Unbilled Revenue - - - - ( 91 ) Others ( 32 ) - - - ( 33 ) - - - ( 76 ) Deferred tax liability ( 2,530 ) - ( 1 ) - ( 94 ) ( 1,956 ) - ( 3 ) - ( 76 ) Net deferred tax asset (liability) 3,872 - 57 - ( 4 ) 1,731 61 ( 34 ) - 15 Components of deferred taxes As of March 31, Classified as 2025 2024 Deferred tax assets non-current $ 4,064 $ 1,933 Deferred tax liabilities non-current 139 92 $ 3,925 $ 1,841 F- 33 Net operating loss 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. income tax examinations by taxing authorities for years prior to 2022. The Company’s subsidiaries in India are open to examination by relevant taxing authorities for tax years beginning on or after April 1, 2015. 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. Our 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, 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. 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 totaled approximately $5,507, with an income tax impact of approximately $667 as of March 31, 2025. Note 13 - Related Party Transactions Schedule of related party transactions Name of the related party Relationship Aark II Pte Limited Affiliate entity Aark Singapore Pte Ltd Affiliate entity Aeries Technology Products And Strategies Private Limited (“ATPSPL”) Affiliate entity Aeries Financial Technologies Private Limited Affiliate entity Bhanix Finance And Investment Limited Affiliate entity Ralak Consulting LLP Affiliate entity Sqrrl Fintech Private Limited (“Sqrrl”) Affiliate entity TSLC Pte Limited Affiliate entity Venu Raman Kumar Chairman of ATI’s Board and controlling shareholder Vaibhav Rao Members of immediate families of Venu Raman Kumar Sudhir Appukuttan Panikassery Key managerial personnel (till 9th February 2025) Vice chairman of ATI’s Board (w.e.f. 10th February 2025) Bhisham (Ajay) Khare Key managerial personnel Daniel S. Webb Key managerial personnel Unnikrishnan (Unni) Balakrishnan Nambiar Key managerial personnel F- 34 Summary of significant transactions and balances due to and from related parties are as follows: Schedule of significant transactions and balances due to and from related parties Year Ended March 31, 2025 2024 Cost sharing arrangements Aeries Financial Technologies Private Limited (b) 177 187 Bhanix Finance And Investment Limited (b) 120 115 Corporate guarantee commission Bhanix Finance And Investment Limited - 2 Corporate guarantee expense Aeries Technology Products And Strategies Private Limited (j) - 2 Interest expense Aeries Technology Products And Strategies Private Limited (d) 72 30 Mr. Vaibhav Rao (g) 83 84 Sqrrl Fintech Private Limited (k) 8 - Interest income Aeries Financial Technologies Private Limited (f), (h) 188 166 Aeries Technology Products And Strategies Private Limited (e), (h) 125 99 Legal and professional fees paid Ralak Consulting LLP (c) 305 424 Management consultancy service Aark II Pte Limited (a) 2,861 3,176 TSLC Pte Limited (a) - 119 Office management and support services expense Aeries Technology Products And Strategies Private Limited (i) 36 94 March 31, 2025 2024 Accounts payable Aeries Technology Products And Strategies Private Limited (i) $ - $ 9 Accounts receivable Aark II Pte Limited (a) 439 629 Aeries Financial Technologies Private Limited (b) 102 11 Bhanix Finance And Investment Limited (b) 105 17 TSLC Pte Limited (a) 101 128 Interest payable (classified under other current liabilities) Aeries Technology Products And Strategies Private Limited (d) 41 - Interest receivable (classified under prepaid expenses and other current assets) Aeries Technology Products And Strategies Private Limited (e) 14 - Aeries Financial Technologies Private Limited (f) 1 - Investment in 0.001% Series-A Redeemable preference share Aeries Financial Technologies Private Limited (h) 1,008 939 Investment in 10% Cumulative redeemable preference shares Aeries Technology Products And Strategies Private Limited (h) 822 792 Loan from Members of immediate families of Venu Raman Kumar Mr. Vaibhav Rao (g) 812 834 Loans from affiliates Aeries Technology Products and Strategies Private Limited (d) 111 498 Loans to affiliates (classified under other assets) Aeries Financial Technologies Private Limited (f) 102 105 Aeries Technology Products And Strategies Private Limited (e) 129 558 F- 35 (a) The Company provided management consulting services to Aark II Pte Ltd under an agreement dated June 21, 2021 and its amendments thereof and to TSLC Pte Ltd under an agreement dated July 12, 2021. (b) The Company was in a cost sharing arrangement with Aeries Financial Technologies Private Ltd and Bhanix Finance and Investment Ltd under separate agreements dated April 1, 2020. The cost sharing arrangement included costs in the areas of office management, IT and operations. The agreements are for a 36-month term with auto renewals after the original term. (c) The Company availed consulting services including implementation services in business restructuring, risk management, feasibility studies, mergers & acquisitions etc. from Ralak Consulting LLP via agreement dated April 1, 2022. (d) The Company incurred interest expense in relation to loans taken from ATPSPL, which were borrowed to meet working capital requirements. The loans were for a 3-year term and were issued at an interest rate of 12% per annum. (e) The Company received interest income in relation to loans given to affiliates to support their working capital requirements. The loans were for a 3-year term and issued at an interest rate of 12% per annum. (f) The Company received interest income in relation to loans given to affiliates to support their working capital requirements. The loans were for a 3-year term and issued at an interest rate of 15-17% per annum. (g) The Company obtained a loan at 10% interest rate from 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. (h) This amount represents investments in affiliates. The Company earned interest income on its investments in affiliates. (i) The Company availed management consulting services from ATPSPL under agreements dated March 20, 2020 and April 1, 2021. (j) ATPSPL gave corporate guarantee of INR 240,000 (or approximately $2,804 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. (k) 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 in his capacity as a shareholder of AARK; and (2) with ATGBA and Mr. Sudhir Appukuttan Panikassery, Mr. Ajay Khare, and Mr. Unnikrishnan Balakrishnan Nambiar, key managerial personnel of ATGBA in their capacity as shareholders of ATGBA (together referred to as “counterparties”). Under the Exchange Agreements, the counterparties would have a right to exchange the shares held by them in AARK 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 Mr. Kumar. 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. F- 36 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 RSUs Number of Shares Grant Date Fair Value Unvested as of April 1, 2024 - - Granted 3,880,022 $ 5,432 Vested ( 3,880,022 ) $ 5,432 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 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. The options issued under the ESOP generally are subject to service conditions. The service condition is typically one year. The stock-based compensation expense is recognized in the consolidated statements of comprehensive income using the straight-line attribution method over the requisite service period. The following table summarizes the ESOP stock option activity for the year ended March 31, 2025: Schedule of ESOP stock option activity Shares Weighted average exercise price Weighted-average remaining contractual term (in years) Aggregate intrinsic value Options outstanding at April 1, 2024  59,900 $ - - $ - Options granted - - - - Options exercised - - - - Options canceled, forfeited or expired - - - - Options outstanding at March 31, 2025 59,900 $ 0.12 3.32 $ 1,311 Vested and exercisable at March 31, 2025 59,900 $ 0.12 3.32 $ 1,311 F- 37 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 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 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, 2025: Schedule of stock option activity Shares Weighted average exercise price Weighted-average remaining contractual term (in years) Aggregate intrinsic value Options outstanding at April 1, 2024 295,565 $ - - $ - Options granted - - - - Options exercised - - - - Options cancelled, forfeited or expired - - - - Options outstanding at March 31, 2025 295,565 $ 0.12 0.67 $ 6,468 Vested and exercisable at March 31, 2025 295,565 $ 0.12 0.67 $ 6,468 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 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. The grant date fair value of the Company’s stock options granted to employees were estimated using the Black-Scholes option-pricing model with the following weighted average assumptions: Schedule of weighted average assumptions 2022 Grants Expected term 3.5 years Expected volatility 40.80 % Risk free interest rate 3.01 % Annual dividend yield 0.00 % During the year ended March 31, 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. As of March 31, 2025 and 2024, there was no unrecognized stock-based compensation cost. F- 38 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 $ 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 Year Ended March 31, 2025 2024 Finance lease cost: Amortization of lease assets (Note a) $ 303 398 Interest on lease liabilities (Note b) 39 70 Operating lease cost (Note a) 3,376 2,795 Short-term and variable lease cost (Note a) 61 - Total lease cost $ 3,779 3,263 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 as follows: Schedule of cash flows arising lease transactions Year Ended March 31, 2025 2024 Cash paid for amounts included in the measurement of lease liabilities: Operating cash flows from operating leases $ 3,555 2,681 Operating cash flows from finance leases $ 39 70 Financing cash flows from finance leases $ 335 391 Other information about lease amounts recognized in the consolidated financial statements is summarized as follows: Schedule of other information about lease amounts Year Ended March 31, 2025 2024 Weighted-average remaining lease term (years): Operating lease 3.97 3.71 Finance lease 1.60 1.67 Weighted-average discount rate: Operating lease 10.81 % 10.70 % Finance lease 13.54 % 12.60 % F- 39 As of March 31, 2025, the Company’s lease liabilities were as follows: Schedule of lease liabilities Operating Finance Total Gross lease liabilities $ 12,014 $ 279 $ 12,293 Less: imputed interest 1,988 48 2,036 Present value of lease liabilities 10,026 231 10,257 Less: current portion of lease liabilities 2,543 156 2,699 Total long-term lease liabilities $ 7,483 $ 75 $ 7,558 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 Operating Finance 2026 $ 3,655 $ 199 2027 3,085 68 2028 2,522 12 2029 2,191 - 2030 561 - Thereafter - Total lease payments $ 12,014 $ 279 Less: Imputed interest 1,988 48 Total $ 10,026 $ 231 Note 16 - Commitments and Contingencies Corporate Guarantees 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 outstanding. In the year ended March 31, 2025 and 2024, the Company recorded a guarantee fee income of $ 0 and $ 2 within “Other (expense) / income, net” in the consolidated statements of operations. Indemnification obligations In the normal course of business, the Company is a party to a variety of agreements under which it may be obligated to indemnify the other party for certain matters. These obligations typically arise in contracts where the Company customarily agrees to hold the other party harmless against losses arising from a breach of representations or covenants for certain matters, infringement of third-party intellectual property rights, data privacy violations, and certain tortious conduct in the course of providing services. The duration of these indemnifications varies, and in certain cases, is indefinite. The Company is unable to reasonably estimate the maximum potential amount of future payments under these or similar agreements due to the unique facts and circumstances of each agreement and the fact that certain indemnifications provide for no limitation to the maximum potential future payments under the indemnification. Management is not aware of any such matters that would have a material effect on the consolidated financial statements of the Company. F- 40 Legal Proceedings From time to time, the Company may be involved in proceedings and litigation, claims and other legal matters arising in the ordinary course of business. Some of these claims, lawsuits, and other proceedings may involve highly complex issues that are subject to substantial uncertainties, and could result in damages, fines, penalties, nonmonetary sanctions, or relief. Management is not currently aware of any material pending legal proceedings, except for ordinary routine litigation incidental to the business, in which we or any of our subsidiaries are involved, or where our property is subject to such proceedings. Exchange Agreements Upon consummation of the Business Combination, the holders of AARK ordinary shares and ATGBA ordinary shares each entered into the Exchange Agreements. Pursuant to the Exchange Agreements, from and after the date of the Exchange Agreements and prior to April 1, 2024 and subject to certain exercise conditions, each holder of AARK ordinary shares and ATGBA ordinary shares may exchange up to 20% of the number of AARK ordinary shares and ATGBA ordinary shares, as applicable, held by such holder for Class A ordinary shares of the Company or cash, in each case as provided in the Exchange Agreements. From and after April 1, 2024 and subject to certain exercise conditions, the Company shall have the right to acquire all of the AARK or ATGBA ordinary Share for Class A ordinary shares or cash. In addition, after April 1, 2024 and subject to certain exercise condition, each shareholder of ATGBA and AARK ordinary shares shall have the right to require the Company to provide Class A ordinary shares or cash in exchange for up to all of the AARK or ATGBA ordinary share. Each share of AARK may be exchanged for 2,246 Class A ordinary shares the Company and each ATGBA ordinary share may be exchanged for 14.40 Class A ordinary shares of the Company, in each case subject to certain adjustments. The cash exchange payment may only be elected in the event approval from the Reserve Bank of India is not obtained for exchange of shares and provided that the Company has reasonable cash flow to be able to pay the cash exchange payment and such payment would not be prohibited by any then outstanding debt agreements or arrangements of the Company. Class A ordinary shares issuance to certain vendors As set out in the section on Derivative Financial Instruments and FPA Put Option Liability under Note 2, in December 2023, ATI settled the amounts owed to certain vendors by issuance of Class A ordinary shares. If the VWAP of the Class A ordinary shares over the three trading days immediately preceding the agreement date is higher than the VWAP over the three trading days immediately preceding the six-month anniversary from the agreement date, ATI would need to issue additional Class A ordinary shares for the difference. This represents a derivative financial instrument, fair value of which as at March 31, 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, 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. Upon consummation of the Business Combination, the Company assumed 11,499,991 Public Warrants and 9,527,810 Private Placement Warrants (collectively the “Warrants”). The Company accounted for the Warrants in accordance with the guidance contained in ASC 815-40 given that certain provisions within the warrant agreement either preclude the warrants from being considered indexed to the ATI’s own stock or the fixed-for-fixed option criteria are not met. On this basis the Public and Private Placement Warrants are classified as a liability and are measured at fair value. This liability is subject to re-measurement at each balance sheet date. With each such re-measurement, the warrant liability will be adjusted to fair value, with the change in fair value recognized in the Company’s consolidated statement of operations. F- 41 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. A holder of the Warrants will not be able to exercise any fraction of a Warrant. The Warrants will expire at 5:00 p.m. New York City time on November 6, 2028, or earlier upon redemption or liquidation. On the exercise of any Warrant, the Warrant exercise price will be paid directly to us. The Company may redeem the outstanding Warrants: ● in whole and not in part; ● at a price of $0.01 per Public Warrant; ● upon not less than 30 days’ prior written notice of redemption to each Warrant holder; and ● if, and only if, the last reported sales price of the Class A ordinary shares for any 20 trading days within a 30-trading day period ending on third trading day prior to the date on which the Company sends the notice of redemption to the Warrant holders (the “Reference Value”) equals or exceeds $ 18.00 per Class A ordinary share (as adjusted); provided that the Private Placement Warrants will not be redeemable by the Company under this provision so long as they are held by the initial purchasers of the Private Placement Warrants or their permitted transferees. The Company may also redeem the outstanding Warrants: ● in whole and not in part; ● at $0.10 per warrant ● upon a minimum of 30 days’ prior written notice of redemption provided that holders will be able to exercise their warrants on a cashless basis prior to redemption and receive that number of shares based on the redemption date and the fair market value of the Class A ordinary shares; ● if, and only if, the Reference Value equals or exceeds $10.00 per 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 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 The Company is authorized to issue 5,000,000 shares of preference shares, par value $ 0.0001 per share, with such designations, voting and other rights and preferences as may be determined from time to time by the Company’s board of directors. As of March 31, 2025, there were no shares of preference shares issued or outstanding. F- 42 Class A ordinary shares The Company is authorized to issue 500,000,000 Class A ordinary shares with a par value of $ 0.0001 per share. As of March 31, 2025, there were 47,152,626 Class A ordinary shares issued and outstanding, including 4,000,000 Class A ordinary shares subject to the FPAs. Each Class A ordinary share carries one vote and entitles the shareholders to ratable rights in dividends and distributions as well as in the event of liquidation. 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. Khare, Mr. Webb and Mr. Nambiar, in connection with the vesting of RSUs. The Company records treasury stock using the cost method. Class V ordinary shares The Company is authorized to issue 1 Class V ordinary share with a par value of $0.0001 per share. As of March 31, 2025, there was 1 Class V ordinary share issued and outstanding. The Class V share does not carry any direct economic rights in dividends and other distributions or in an event of liquidation. It does carry voting rights equal to 1.3% which will ratchet up to 51% voting rights upon occurrence of “extraordinary events” at the ATI level. Common stock Pre-combination AARK had only one class of ordinary shares having no par value. Holders of ordinary shares were entitled to one vote per share held. As of June 14, 2023 (immediately prior to the effective date of a stock split), there were 10 ordinary shares outstanding, and the number of ordinary shares outstanding after a stock split was 10,000 . As a result of stock split, AARK’s shares were retroactively restated as if the transaction occurred at the beginning of the earliest periods presented. Consequently, as of April 1 2023 and 2022, the AARK’s ordinary shares consisted of 10,000 shares, all of which were issued and fully paid. Upon the liquidation, dissolution or winding up of AARK, ordinary shareholders were entitled to receive a ratable share of the available net assets of AARK after payment of all debts and other liabilities. The ordinary shares had no preemptive, subscription, redemption or conversion rights. 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. F- 43 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, 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. F- 44 Note 20 - Fair Value Measurements 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, 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: Summary of liabilities measured at fair value on a recurring basis March 31, 2025 Level 1 Level 2 Level 3 Total Liabilities: Forward Purchase Agreement put option liability $ - $ - $ 5,034 $ 5,034 Public Warrants 344 - - 344 Private Placement Warrants - - 285 285 Total liabilities $ 344 $ - $ 5,319 $ 5,663 March 31, 2024 Level 1 Level 2 Level 3 Total Liabilities: Forward Purchase Agreement put option liability $ - $ - $ 10,244 $ 10,244 Public Warrants 747 - - 747 Private Placement Warrants - - 620 620 Total liabilities $ 747 $ - $ 10,864 $ 11,611 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. See also Notes 2 and 17. The estimated fair value of the forward purchase agreement put option liability was calculated using a Monte Carlo model and used significant assumptions including the risk-free rate and volatility. The change in fair value of the forward purchase agreement put option liability is primarily driven by a decrease in the price per share of the Company. 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: Schedule of purchase agreement Year Ended March 31, 2025 Expected Term (Years) 0.75 Risk free Interest Rate 4.0 % Volatility 80.0 % Stock price at measurement date $ 0.6 F- 45 Schedule of purchase agreement Year Ended March 31, 2024 2024 Weighted Average Fair Value 10,244 Expected Term (Years) 0.60 0.60 Risk free Interest Rate 5.10 % 5.10 % Volatility 39.00 % 39.00 % Reference Price for one share of Class A common stock $ 10.69 2.21 Probability (Weight) - No Dilutive Offering Reset / With Dilutive Offering Reset due to PIPE transaction* 5 % 95 % Fair Value of Forward Purchase Agreement Put Option Liability [in thousands] $ 40,880 8,631 Stock price at measurement date $ 2.6 2.6 Note: The private placement announced and completed on April 8, 2024. 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. The Company has classified the privately placed warrants within Level 3 of the hierarchy as the fair value derived using the Black-Scholes option pricing model, which uses a combination of observable (Level 2) and unobservable (Level 3) inputs. There were no transfers between fair value levels during the year ended March 31, 2025. The valuation of the liability for the Private Placement Warrants was made using the following assumptions as of March 31, 2025: Schedule of derivative contract assumptions Term (years) 3.61 Risk-free interest rate 4.00 % Stock price at measurement date $ 0.6 The following table presents a summary of the changes in the fair value of Derivative Liabilities: Summary of the changes in the fair value of derivative warrant liabilities Forward Purchase Agreement Put Option Liability Public Warrant Liability Private Placement Liability Total Fair value at April 1, 2024 $ 10,244 $ 747 $ 620 $ 11,611 Change in fair value (gain) / loss ( 4,585 ) ( 403 ) ( 355 ) ( 5,323 ) Settlement of forward purchase agreement put option liability ( 625 ) - - ( 625 ) Fair value as of March 31, 2025 $ 5,034 $ 344 $ 285 $ 5,663 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. F- 46 Note 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 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 Year Ended March 31, 2025 2024 Net (Loss) / Income attributable to controlling interest for the period for Basic and Dilutive Earning per share (A) $ ( 19,714 ) $ 14,154 Weighted average shares outstanding of Class A ordinary shares, basic and diluted (B) 43,080,693 15,532,382 (Loss) / Earning per share: Basic and Diluted (A/B) $ ( 0.46 ) $ 0.91 Note 22 - Subsequent Events 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. F- 47