What changed in this filing

/stocks — the workspaceLOADING

Item 9A. Controls and Procedures

2026-06-08 compared with 2025-07-02 · 958 added, 1362 removed, 1375 unchanged (63% of the section changed)

1 unchanged sentence

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.

Under the supervision and with the participation of our management, including our Chief Executive 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, 2026.

Based on this evaluation, our Chief Executive Officer has concluded that, as of March 31, 2026, our disclosure controls and procedures were effective.

Management’s Report on Internal Controls Over Financial Reporting

8 unchanged sentences

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.

Based on this assessment, management concluded that our internal control over financial reporting was effective at the reasonable assurance level as of March 31, 2026.

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.

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.

As previously reported in 2023, our management identified material weaknesses in internal control over financial reporting that are primarily attributable to improper segregation of duties, inadequate processes for timely recording of significant events and material transactions, and inadequate design and implementation of information and communication policies, procedures, and monitoring activities.

Remediation Status

In light of these facts, our management, including our Chief Executive Officer, implemented the processes and controls including (i) designing and implementing manual controls to validate the completeness and accuracy of data; (ii) enhancing review controls, improving documentation standards, and strengthening oversight over key financial reporting processes;

and (iii) hiring and training personnel at all levels.

Based on management’s evaluation of the effectiveness of the Company’s internal controls as of March 31, 2026, management concluded that the previously identified material weakness had been successfully remediated as of March 31, 2026.

Additionally, management has concluded that 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.

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.

11 unchanged sentences

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.

9 unchanged sentences

Chief Executive Officer and Director

Chief Financial Officer and Chief Investment Officer

Unnikrishnan (Unni) Balakrishnan Nambiar

Chief Technology Officer

Non-Employee Directors

1 unchanged sentence

Chairman of the Board and Director

Sudhir Appukuttan Panikassery

Vice Chairman of the Board and Director

Independent Director

2 unchanged sentences

Independent Director

Ramesh Venkataraman*

Independent Director

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

Executive Officers

2 unchanged sentences

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

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

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

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.

5 unchanged sentences

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

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

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

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

From August 2017 to March 2021, Mr.

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.

Webb previously worked in private equity at HarbourVest Partners where he directed investments in Lightower Fiber Networks, Sidera Networks, and Confie Seguros.

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.

Nambiar is responsible for providing technology direction and overseeing all technology related operations for the company, including global research & development, information technology and customer support operations for clients, as well as driving Aeries incubated portfolio of products.

Nambiar is a technology leader with extensive industry experience building enterprise, cloud & mobility products across diverse verticals.

He is passionate about building world class software products for real world solutions using cutting edge technology innovations.

In March 2021, Mr.

Nambiar was part of the team that closed an acquisition of a carve-out from Nuance Communications Inc.

(now renamed as DeliverHealth Solutions (DHS)) which is a world leading Healthcare outsourcing services and platform Business.

Nambiar served an interim Chief Technology Officer role post-carve out during the first year of operations to facilitate stand-up activities for Nuance Communications Inc.

Prior to joining ATG, Mr.

Nambiar was Chief Technology Officer at CBay Systems (later M*Modal Inc.), a leading voice recognition and healthcare documentation technology company.

At CBay, he was responsible for global technology vision, product engineering roadmap, technical support and infrastructure management.

Prior to CBay, he was instrumental in setting up Avaya’s India Offshore Development Centre for their customer relationship management, interactive voice response, Predictive Dialers and Unified Messaging products through a dedicated offshore vendor model that was later acquired by Avaya.

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

Non-Employee Directors

11 unchanged sentences

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.

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.

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.

19 unchanged sentences

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.

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

The effective date

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

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

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

Venkataraman stepped down from the Board in order to

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

The decision by Mr.

Venkataraman to resign

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

or practices.

Venkataraman has

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

financial services industries across both developed and emerging markets.

Until 2007, he has been a partner with Mckinsey & Company

in the US, UK, and India, where he led the firm’s technology and telecom practice in Asia.

Since then, he has been a private equity

investor and investment advisor focused on Europe, Asia and The Middle East.

From 2007 to 2010 he was a managing director with Bridgepoint

in London where he led the technology buyout sector.

From 2011 to 2012 and since 2016, Mr.

Venkataraman has been the founder and

managing partner at Avest, an investment platform advising a UAE sovereign wealth fund on its direct private equity investments and portfolio

of business holdings.

Between 2012 and 2016, Mr.

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

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

Venkataraman holds a bachelor’s degree in electronics

and communication engineering from the Indian Institute of Technology - Kharagpur, a Master of Philosophy in International Relations from

Oxford University, and a MPA in Economics and Public Policy from Princeton University.

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

Family Relationships

4 unchanged sentences

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

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

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

● Class II, consisting of Bhisham (Ajay)

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

● Class III, consisting of Venu Raman Kumar and Sudhir Appukuttan

Panikassery, whose term will expire at the Company’s third annual meeting of shareholders to be held after the consummation of

the Business Combination.

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 expired at the Company’s second annual meeting of shareholders held on March 3, 2026;

Class III, consisting of Venu Raman Kumar, 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.

4 unchanged sentences

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.”

The Board determined that each of the directors on the Board, other than Venu Raman Kumar and Bhisham (Ajay) Khare qualify as independent directors, and the Board consists of a majority of “independent directors,” in compliance with the SEC and Nasdaq listing rules relating to director independence requirements.

Board Leadership Structure

10 unchanged sentences

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:

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;

a compensation committee that is composed entirely of independent directors with a written charter addressing the committee’s purpose

and responsibilities;

(iii) a nominating and corporate governance committee that is composed entirely of independent directors with a

written charter addressing the committee’s purpose and responsibilities;

and (iv) an annual performance evaluation of the nominating

and corporate governance and compensation committees.

Until the Class V ordinary share is automatically forfeited and cancelled upon the

exchange of all the ordinary shares of Aark Singapore Pte.

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

(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.

(“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

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.

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

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

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

be required to add additional directors to its board in order to achieve such compliance within the applicable transition periods.

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

5 unchanged sentences

Our website and the information contained on, or that can be accessed through, our website is not deemed to be incorporated by reference in, and is not considered part of, this proxy statement.

The Company’s chief executive

officer and other executive officers regularly report to the non-executive directors and the audit committee to ensure effective and

efficient oversight of our activities and to assist in proper risk management and the ongoing evaluation of management controls.

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

The Company’s president and chief executive officer and other executive officers regularly report to the non-executive directors and the audit committee to ensure effective and efficient oversight of our activities and to assist in proper risk management and the ongoing evaluation of management controls.

We believe that the leadership structure of the Company’s board of directors will provide appropriate risk oversight of the Company’s activities.

Audit Committee

25 unchanged sentences

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

Biswajit Dasgupta is the chairperson of the nominating and corporate governance committee.

The composition of the nominating and corporate governance committee meets the requirements for independence under current Nasdaq listing standards and SEC rules and regulations.

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

20 unchanged sentences

Section 16(a) compliance was required during the fiscal year ended March 31, 2026.

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.

To our knowledge, during the fiscal year ended March 31, 2026, all Section 16(a) filing requirements applicable to our officers, directors and greater than 10% beneficial owners were complied with, except that Biswajit Dasgupta filed a late Form 4 filing on September 12, 2025 for a transaction dated September 9, 2025 and each of Bhisham (Ajay) Khare, Daniel S.

Webb and Unnikrishnan (Unni) Balakrishnan Nambiar filed late Forms 4 on September 4, 2025 reporting shares withheld by the Company in connection with RSU vesting events that took place on March 10, 2025.

Insider Trading Policy

16 unchanged sentences

Aeries Management Transitions and Aeries Named Executive Officer Compensation

The following management transitions occurred on February 10, 2025:

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

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

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

The following management transitions occurred during the course of year ended March 31, 2026:

March 19, 2026, Daniel S.

Webb agreed to resign from his position as Chief Financial Officer and Chief Investment Officer of the

Company, effective March 30, 2026.

The cessation of Mr.

Webb’s service with the Company was the result of a mutual agreement

Webb and the Company and not due to any disagreement between the Company and Mr.

Webb regarding the Company’s

operations, policies, or practices.

On March 26, 2026, Unnikrishnan (Unni) Balakrishnan Nambiar resigned from his position as Chief Technology Officer of the Company, effective March 31, 2026, to take a leadership position with the Company’s wholly-owned subsidiary in India, Aeries Technology Group Business Accelerators Private Limited.

Additionally, on March 26, 2026, the Company’s Board of Directors appointed Bhisham (Ajay) Khare, the Company’s Chief Executive Officer and Principal Financial Officer and a Director of the Company, to serve as the Company’s Principal Accounting Officer (“PAO”), effective as of March 31, 2026.

Sudhir Appukuttan Panikassery, who previously served as Vice Chairman of the Company, passed away on September 19, 2025.

Accordingly, his service as a Director of the Company concluded effective that date.

Accordingly, our named executive officers (“ NEOs ”) for the fiscal year ended March 31, 2026 as determined in accordance with SEC rules and their respective positions as of such date with Aeries were as follows:

Bhisham (Ajay) Khare, our Chief Executive Officer

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

Webb, our Chief Financial Officer and Chief Investment

Unnikrishnan (Unni) Balakrishnan, our Chief Technology Officer

Summary Compensation Table

Bhisham (Ajay) Khare, our current Chief Executive Officer

Webb, our former Chief Financial Officer and Chief Investment officer through March 30, 2026

Unnikrishnan (Unni) Balakrishnan, our Chief Technology Officer through March 31, 2026

The following table provides information regarding the compensation provided to our NEOs for the past two fiscal years ended on March 31, 2026 and March 31, 2025.

Name and Principal Position

Stock Awards ( 2 )

incentive plan compensation (3)

compensation (4)

3 unchanged sentences

March 31, 2025

Sudhir Appukuttan Panikassery

March 31, 2026

Former Chief Executive Officer

March 31, 2024

Chief Financial

Officer and Chief Investment Officer

Former Chief Financial Officer and Chief Investment Officer

March 31, 2025

1 unchanged sentence

March 31, 2026

Chief Technology Officer

Former Chief Technology Officer

March 31, 2025

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.

The amounts in this column reflect the base salary paid to the named executive officers for the fiscal years ended March 31, 2026 and March 31, 2025.

For 2026, 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.

Dollar amount shown in the “Salary” column totaling $425,001, 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.

1 unchanged sentence

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, the U.S.

Dollar amount shown in the “Salary” column totaling $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.

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.

On appointment as CEO,

Khare’s Annual base Salary was increased to $ 425,000, effective February 10, 2025.

Please see below for additional

details regarding compensation for fiscal year 2026.

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 in the Annual Report on Form 10-K for the year ended March 31, 2025 for the assumptions used in calculating the grant date fair value.

After considering the Company’s business performance for fiscal year 2026 and meaningful margin expansion driven by cost discipline and operating leverage, the Compensation Committee assessed management outcomes in the context of both top-line and improved profitability and execution.

Accordingly, the Committee determined that Mr.

Ajay Khare be awarded an incentive award in cash of at 50% of target, equal to $212,500, reflecting his role in driving operational improvements and stabilizing performance during the year.

The amounts in this column for fiscal year 2026 represent (i) $14,613 for Mr.

Khare and $13,945 for Mr.

Webb in matching contributions under our 401(k) plan;(ii) $7,296 for Mr.

Panikassery, $0 for Mr.

Khare, $0 for Mr.

Webb and $0 for Mr.

Nambiar in life insurance premiums;

(iii) for Mr.

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

(iii) $33,010 for equipment allowance for Mr.

Khare;(iv) $400,000 for Mr.

Webb as severance payment and additional $265,000 for Mr.

Webb as Special Separation payment.

Please see below for additional details regarding severance payments and conditions in connection with Mr.

Webb’s separation from the Company;

The value of the foregoing amounts was determined based on the actual cost of such benefits to the Company.

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 our401(k) plan;(ii) $911 for Mr.

Khare, $0 for Mr.

Webb and $0 for Mr.

Nambiar in life insurance premiums;

and (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

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

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

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

Panikassery in

full and final settlement of his employee agreement.

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

benefits to the Company.

dollar amount shown in the “All other compensation”

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

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

Nambiar to relocate from India to the United States.

The value of the foregoing amounts was determined based on the actual cost of such benefits to the Company.

Narrative Disclosure to Summary Compensation Table

3 unchanged sentences

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

2025 Base Salary

Bhisham (Ajay) Khare

2 unchanged sentences

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.

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.

The bonus arrangements for fiscal year 2026 included Mr.

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

2 unchanged sentences

For additional information regarding the bonus arrangements with our named executive officers for fiscal years ending March 31, 2026 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.

Accordingly, the Committee determined that annual cash incentive of Ajay Khare to be awarded a bonus at 50% of target, reflecting his role in driving operational improvements and stabilizing performance during the year.

No incentive payments were made to Mr.

Daniel Webb following his exit from the Company, and no incentives were paid to Mr.

Unnikrishnan Nambiar upon his resignation from the position of Chief Technology officer effective March 31, 2026.

Equity-Based Incentive Awards

8 unchanged sentences

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.

On March 27, 2025, at the Company’s annual meeting of the shareholders, the Company’s shareholders approved Amendment No.

1 (the “Plan Amendment”) to the Plan.

The Plan Amendment provided for (i) increasing the total number of Class A ordinary shares authorized under the Plan to 11,928,287 shares (the “New Share Reserve”), (ii) amending the “evergreen” provision in the Plan to automatically increase the New Share Reserve by 5% on an annual basis or by such lesser amount that the compensation committee of the board of directors may determine (“Evergreen Increase”), and (iii) removing the annual limits on issuing awards to a single individual under Sections 5(d) and 5(e) of the Plan.

On December 26, 2025, the Company’s board of directors approved 2,227,899 additional shares to be available for issuance under the Plan pursuant to the Evergreen Increase provision.

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

2 unchanged sentences

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

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

securities underly

fair value of

Percentage change

in the closing

market price of

the securities underlying

the award between

the trading day ending

immediately prior to

the disclosure of

material nonpublic

(June 10, 2024) and

the trading day beginning

immediately following

the disclosure of

material nonpublic

(June 12, 2024)

Sudhir Appukuttan Panikassery

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

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

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

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

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

For the fiscal year ending March 31, 2026, no RSU were awarded to Messrs.

Khare, Webb and Nambiar.

For additional information regarding the equity awards held by our named executive officers as of March 31, 2026, please see the section below entitled “— Outstanding Equity Awards at Fiscal Year-End .”

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.

For fiscal year 2026, 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.

1 unchanged sentence

employees, including Messrs.

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

Khare 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.

4 unchanged sentences

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

Securities Underlying Unexercised Options (#) Exercisable

Securities Underlying Unexercised Options (#) Unexercisable

Units of Stock

Market Value of

Units of Stock

Unearned Shares,

Units or Other Rights

Equity Incentive

Market or Payout Value of

Unearned Shares,

Units or Other Rights

Sudhir Appukuttan Panikassery

Unnikrishnan (Unni) Balakrishnan Nambiar

Bhisham (Ajay) Khare

The amount in this column reflects the options granted on September 27, 2019 and vested on October 31, 2020 with an exercise price of $0.12 under Aeries Management Stock Option Plan, 2019, as amended.

The amount in this column reflects the options granted on July 22, 2022 and vested on July 22, 2023 with an exercise price of $0.12 under the Aeries Employees Stock Option Plan 2020, as amended.

The amount in this column reflects the options granted on April 1, 2020 and vested on March 31, 2021 with an exercise price of $0.12 under Aeries Management Stock Option Plan, 2019, as amended.

Executive Employment Agreements;

Potential Payments Upon Termination or Change in Control

No named executive officers held outstanding equity awards as of March 31, 2026.

Executive Employment

Potential Payments Upon Termination or Resignation with Good reason or Change in Control

Each of our named executive officers is party to an employment agreement, the material terms of which are summarized below.

3 unchanged sentences

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

New Employment Agreement with Bhisham (Ajay) Khare

Employment Agreement with Bhisham (Ajay) Khare

Under the revised Employment Agreement with Mr.

13 unchanged sentences

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

New Employment Agreement with Daniel S.

There have been no material changes to the terms of Mr.

Khare’s employment agreement during fiscal year 2026.

Employment Agreement with Daniel S.

Under the revised Employment Agreement with Mr.

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

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

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

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

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

Effective for fiscal 2025, Mr.

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

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

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

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

Webb has to be actively employed by the Company on the last day of the fiscal year to be eligible for bonus for such fiscal year.

Webb was 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.

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.

4 unchanged sentences

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.

On March 19, 2026, Daniel S.

Webb agreed to resign from his position as Chief Financial Officer and Chief Investment Officer of the Company, effective March 30, 2026.

The cessation of Mr.

Webb’s service with the Company was the result of a mutual agreement between Mr.

Webb and the Company and not due to any disagreement between the Company and Mr.

Webb regarding the Company’s operations, policies, or practices

Subject to specified conditions, including a general release of claims and his continued compliance with covenants and obligations set forth in the Separation and Release Agreement (the “Separation Agreement”), the Employer will provide Mr.

Webb with severance payments set forth in the Separation Agreement, including:

(i) twelve (12) months of Mr.

Webb’s annual base salary as in effect on March 30, 2026 which amount shall be payable in equal installments (less applicable withholdings and deductions) over a period of twelve (12) months, commencing on the first regular payroll date occurring in June 2026;

and (ii) a payment of $265,000 (less applicable withholdings and deductions), payable in equal installments over a period of six (6) months starting with the first regularly scheduled payroll date in May 2026.

Pursuant to the Separation Agreement, Mr.

Webb irrevocably and unconditionally releases, waives, and relinquishes any and all rights, interests, claims, privileges, or entitlements in any equity, stock, stock options, restricted stock units, profit participation, or other ownership-related rights of the Company, whether vested or unvested, accrued prior to, on, or after the effective date of the Separation Agreement.

Webb may revoke his acceptance of the terms of the Separation Agreement for a period of seven days following his execution of the Separation Agreement.

None of the severance payments or benefits will be paid or implemented until the seven-day revocation period has expired.

In connection with his separation, and subject to compliance with applicable post-termination obligations, including the execution of a release of claims in favor of the Company, Mr.

Webb is entitled to receive severance payments in accordance with the Webb Revised Employment Agreement.

In addition, he will receive a special separation payment, as described below.

The severance and separation payments are payable as follows:

Severance Payment:

12 months of Annual Base Salary ($400,000), payable in bi-weekly instalments over a period of 12 months commencing with first regular payroll cycle of June 2026.

Special Separation Payment:

$265,000, payable in bi-weekly instalments over a period of 6 months commencing first regular payroll cycle of May 2026.

Pursuant to the Separation Agreement, Mr.

Webb may revoke his acceptance of the terms of the Separation Agreement for a period of seven days following his execution of the Separation Agreement.

None of the severance payments or benefits will be paid or implemented until the seven-day revocation period has expired.

Webb’s 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

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.

15 unchanged sentences

Nambiar’s employment, including an agreement to not disclose confidential information.

There have been no material changes to the terms of Mr.

Nambiar’s employment agreement during fiscal year 2026.

On March 26, 2026, Unnikrishnan (Unni) Balakrishnan Nambiar resigned from his position as Chief Technology Officer of the Company, effective March 31, 2026 to take a leadership position with the Company’s wholly-owned subsidiary in India, ATGBA.

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;

8 unchanged sentences

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

Prior Employment Agreement with Mr.

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

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

Under the prior agreement, Mr.

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

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

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

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

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

Effective February 10, 2025, Mr.

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

Panikassery in full and final settlement of his employee agreement.

Director Compensation Table

The following table provides information regarding the compensation provided to our directors for the fiscal year ended March 31, 2026, excluding the executive director whose compensation has been disclosed above in the Summary Compensation Table.

Fees earned or

Option awards

Venu Raman Kumar

$ 569,007 (1)

Sudhir Pannikassery

Biswajit Dasgupta

Ramesh Venkataraman

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

Sudhir Panikassery passed away on September 19, 2025.

The amount included in this table in respect of fees reflects a pro-rated amount for the period during fiscal year 2026 that he served as a director.

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

The amount included in this table in respect of fees reflects a pro-rated amount for the period during fiscal year 2026 that he served as a director.

The “All Other Compensation” column includes $100,000 Mr.

Venkataraman earned for consulting fees in fiscal year 2026 after resignation from the board along with a one-time bonus of $50,000 and $2,165 as reimbursements in terms with the Consulting agreement with Mr.

Venkataraman.

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

Venkataraman consulting agreement.

The amounts in this column represent the aggregate grant fair value of restricted stock unit awards(“RSUs”) granted to the directors in the fiscal year ended March 31, 2026 for their services as non-executive directors of the Company, computed in accordance with ASC Topic 718.

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.

The RSUs were granted on September 9, 2025, which were fully vested on the grant date.

No RSUs or other stock awards remained unvested for any director as of March 31, 2026.

Accordingly the Committee determined that Mr.

Venu Raman Kumar be awarded one-time cash bonus equal to 50% of his annual director fees, equal to $162,500.

This represents the aggregate grant fair value of restricted stock unit awards(“RSUs”) granted to Mr.

Venkataraman in the fiscal year ended March 31, 2026 computed in accordance with ASC Topic 718 in accordance with his Consulting Agreement as defined below.

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.

The RSUs were granted on September 9, 2025, which were fully vested on the grant date.

Aeries Director Agreements

Director Agreement with Chairman

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

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

Kumar (the “Kumar Director Agreement”).

2 unchanged sentences

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.

Kumar agreed to confidentiality and intellectual property protection provisions as part of the agreement.

Kumar an annual fee of $325,000.

Additionally, effective from April 1, 2026, Aeries entered into an Amended and Re-Stated Board of Directors Agreement (the “Revised Agreement”) with Mr.

Kumar, dated May 14, 2026 to increase the annual director fee to $425,000.

The Director shall also be entitled to an annual bonus opportunity up to 100% of the Directors’ Fees, the amount of which shall be determined by the Board in its sole discretion.

Subject to role requirement, as well as other provisions of the Company’s Equity Incentive Plan, the Company may issue to Mr.

Kumar options as set forth and described in the award agreement to be entered into with Mr.

Kumar, as needed.

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.

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.

2 unchanged sentences

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.

In connection with this agreement, he received $1 as compensation for his services as a director in fiscal year 2026.

Descriptions of Mr.

1 unchanged sentence

Director Agreements with Non-Executive Directors

On November 6, 2023,

Aeries entered into a director service agreement with Mr.

Dasgupta and Ms.

Shapiro (each, a “Non-Executive

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

Shapiro and Mr.

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

Under the agreement, Aeries will pay the Non-Executive Director an annual fee of $50,000 for director services.

Additionally,

the Non-Executive Director is eligible for a 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.

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 provides 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.

During the fiscal year ended March 31, 2025, the Board constituted a Special Committee comprising Mr.

Dasgupta, Mr.

Venkataraman and Ms.

Shapiro to review and evaluate a proposed transaction.

While the transaction did not materialize, the Board, in recognition of the efforts of the Special Committee members, approved the grant of an additional 50,000 RSUs to each member as compensation for their services on the Special Committee.

Separately, Mr.

Kochhar was granted an additional 50,000 RSUs in recognition of his efforts towards the advisory on M&A and financing.

Accordingly, Aeries granted all Non-Executive Directors as on March 31, 2026 and Mr.

Venkataraman 125,000 RSUs each (comprising 75,000 RSUs under the director agreement and 50,000 RSUs as additional compensation as described above) on September 9, 2025, which were fully vested on the grant date.

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

Effective July 1, 2025, Aeries entered into an advisory Board agreement with Mr.

Venkataraman (the “Consulting Agreement”) with an objective to facilitate a high-quality sales pipeline build, drive high value deals and conversion to help strengthen market positions in the GCC industry.

Under the agreement, Aeries will pay the Advisor a fee of $ 100,000 for the term of the agreement prorated based on the actual period during which the Advisor provides Services.

Such fee shall be paid as follows:

(i) 50% (fifty percent) of the fee shall be paid in cash and (ii) the balance 50% shall be paid, either by way of cash, equity awards (provided the Company remains a Nasdaq-listed entity), or a combination of the two, at the Company’s sole discretion.

The Advisor shall also be entitled to a one-time bonus of $ 50,000.

Further, effective from April 1, 2026, Aeries entered into a Renewal and Amendment Agreement (the “Revised Agreement”) with Mr.

Venkataraman, dated March 31, 2026 for a term of 1 year.

Under the Revised Agreement, the Advisor shall be paid an annual advisory fee of $50,000 and he shall also be entitled to a Referral Fee as per the terms and conditions set out in the Revised Agreement.

Security Ownership of Certain Beneficial Owners and Management and Related Shareholder Matters.

1 unchanged sentence

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;

each of Aeries’ named executive officers and current directors;

all of Aeries’ current directors and executive officers as a group;

12 unchanged sentences

Sudhir Appukuttan Panikassery (6)

Bhisham (Ajay) Khare (5)

Class V Shareholder

Meet Atul Doshi (3)

Executive Officers and Directors (4)

Sudhir Appukuttan Panikassery

Unnikrishnan (Unni) Balakrishnan Nambiar

Named Executive Officers (4)

Bhisham (Ajay) Khare (5)

Unnikrishnan (Unni) Balakrishnan Nambiar

Current Executive Officers and Directors (4)

Venu Raman Kumar (2)

Bhisham (Ajay) Khare (5)

Biswajit Dasgupta

Ramesh Venkataraman

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

have a dual class ordinary share structure.

As of June 25, 2025, there are 47,152,626 Class A ordinary shares and 1 Class V ordinary

share outstanding.

In accordance with our Memorandum and Articles of Association, such the V ordinary share has no economic rights, but

has voting rights equal to (1) 1.30% of the total issued and outstanding Class A ordinary shares and Class V ordinary share voting together

as a single class (subject to a proportionate reduction in voting power in connection with the exchange by Mr.

Kumar of AARK ordinary

shares for Class A ordinary shares pursuant to the applicable Exchange Agreement);

provided, however, that such proportionate

reduction will not affect the voting rights of the Class V ordinary share in the event of (i) a threatened or actual hostile change of

control and/or (ii) the appointment and removal of a director on our board of directors, and (2) in these circumstances, including the

threat of a hostile change of control of Aeries, 51% of the total issued and outstanding Class A ordinary shares and Class V ordinary

share voting together as a class.

All current executive officers and directors as a group (5 individuals)

We have a dual class ordinary share structure.

As of June 5, 2026, there are 45,914,789 Class A ordinary shares and 1 Class V ordinary share outstanding.

In accordance with our Memorandum and Articles of Association, such the V ordinary share has no economic rights, but has voting rights equal to (1) 1.30% of the total issued and outstanding Class A ordinary shares and Class V ordinary share voting together as a single class (subject to a proportionate reduction in voting power in connection with the exchange by Mr.

Kumar of AARK ordinary shares for Class A ordinary shares pursuant to the applicable Exchange Agreement);

provided, however, that such proportionate reduction will not affect the voting rights of the Class V ordinary share in the event of (i) a threatened or actual hostile change of control and/or (ii) the appointment and removal of a director on our board of directors, and (2) in these circumstances, including the threat of a hostile change of control of Aeries, 51% of the total issued and outstanding Class A ordinary shares and Class V ordinary share voting together as a class.

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

12 unchanged sentences

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

Includes (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.

Includes (i) the right to acquire up to 851,184 Class A ordinary shares pursuant to the applicable Exchange Agreement which 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.

During the fiscal year ended March 31, 2026, Mr.

Khare exercised 59,110 stock options in accordance with the terms of the MSOP 2019 Plan and acquired 59,110 underlying shares from the ESOP Trust.

(ii) vested restricted stock units which became 1,656,256 Class A ordinary shares as on 31 March 2026.

Sudhir Appukuttan Panikassery passed away on September 19, 2025.

This represents shares held by the estate of Mr.

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:

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”);

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

and the Aeries Technology, Inc.

2023 Equity Incentive Plan (the “2023

2023 Equity Incentive Plan (the “2023 Plan”).

The following table presents information about these plans as of March 31, 2026.

15 unchanged sentences

Equity compensation plans approved by security holders (2)

8,048,265 (4)

Equity compensation plans not approved by security holders

2 unchanged sentences

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

Includes 295,565 options under the 2019 Plan;

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

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

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

2 unchanged sentences

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.

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.

22 unchanged sentences

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.

The outstanding balance of the ICDs were Nil and $111 for the period ended March 31, 2026 and 2025, respectively.

Loan from Mr.

1 unchanged sentence

Vaibhav Rao to meet its business requirements.

The loan carries an interest rate of 10% per annum payable to Mr.

The loan carries an interest rate of 12% per annum effective April 1, 2025 and 10% per annum till March 31, 2025 payable to Mr.

Vaibhav Rao by the group.

8 unchanged sentences

The aggregate amount of the advisory services received during the year ended March 31, 2026 and 2025 was $216 and $305 each.

The outstanding balances of the accounts payable as of March 31, 2026 and March 31, 2025 were $53 and Nil, respectively.

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.

For the years ended March 31, 2026 and 2025, 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 $103 and $297, respectively.

The cost sharing arrangements include services in the areas of office management, IT and operations.

The agreements have a 36-month term with automatic renewals after the original term.

The group invested in 349,173

Series-A Cumulative Redeemable Preference Securities (“Series-A 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 outstanding balances of the accounts receivables as of March 31, 2026 and March 31, 2025 were $16 and $207, respectively.

Office management and support services with ATPSPL

For the years ended March 31, 2026 and 2025, the group entered into office management and support services agreement with ATPSPL under agreements dated March 20, 2020 and April 1, 2021, in the aggregate amount of $3 and $36, respectively.

The outstanding balances of the advances given to vendor as of March 31, 2026 and March 31, 2025 were $2 and Nil, respectively.

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, 2026 was $1,110.

1 unchanged sentence

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.

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 6, 2016 by giving a 30-day redemption request.

The carrying value of this investment as of March 31, 2026 was $786.

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.

Exchange Agreements

12 unchanged sentences

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

On September 22, 2025, the Company issued 851,184 shares to Bhisham Khare pursuant to his Exchange Agreement for shares of ATGBA.

As of March 31, 2026, Mr.

Bhisham Khare is yet to transfer the shares to the Company and consequently a receivable of $741 amount has been recognized.

Director Independence

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

For information required by this item with respect to director independence, please see Item 10 of this Annual Report on Form 10-K.

Principal Accountant Fees and Services .

10 unchanged sentences

We did not pay MCA for tax fees for the years ended March 31, 2026 and 2025.

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.

All Other Fees – All Other Fees represent fees billed for services other than audit, audit-related, tax, and other specifically disclosed services.

For the years ended March 31, 2026 and 2025, the aggregate fees billed for such other services, as part of the Circle-up fee, were $3.1 and nil, respectively.

Pre-Approval Policy

1 unchanged sentence

Exhibits, Financial Statement Schedules .

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

on Form 10-K:

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

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

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.

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.

The exhibits listed in the accompanying index to exhibits are filed or incorporated by reference as part of this Annual Report on Form 10-K.

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

and Aark Singapore Pte.

(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).

(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 (File No.

Amendment No.

1 unchanged sentence

and Aark Singapore Pte.

(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).

(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 (File No.

Amendment No.

1 unchanged sentence

and Aark Singapore Pte.

(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).

(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 (File No.

Amendment No.

1 unchanged sentence

and Aark Singapore Pte.

(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).

(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 (File No.

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

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

Specimen Class A Ordinary Share Certificate (incorporated by reference to Exhibit 4.2 to the Company’s registration statement on Form S-1 filed with the SEC on October 13, 2021) .

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).

(incorporated by reference to Exhibit 3.1 to Current Report on Form 8-K filed with the SEC on April 2, 2025 (File No.

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 (File No.

333-259801)).

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

Specimen Warrant Certificate (included in Exhibit 4.2 herein).

Description of the Company’s securities.

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).

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).

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).

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).

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).

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).

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).

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).

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 (File No.

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 (File No.

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 (File No.

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 (File No.

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 (File No.

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 (File No.

333-259801)).

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 (File No.

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 (File No.

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).

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 (File No.

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).

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 (File No.

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).

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 (File No.

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

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

Board of Directors Agreement dated November 6, 2023 by and between the Company and Biswajit Dasgupta (incorporated by reference to Exhibit 10.39 to the Company’s registration statement on Form S-1/A filed with the SEC on May 3, 2024).

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 (File No.

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 (File No.

333-276173)).

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).

Board of Directors Agreement dated November 6, 2023 by and between the Company and Alok Kochhar (incorporated by reference to Exhibit 10.41 to the Company’s registration statement on Form S-1/A filed with the SEC on May 3, 2024).

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

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

Board of Directors Agreement dated November 6, 2023 by and between the Company and Ramesh Venkataraman (incorporated by reference to Exhibit 10.44 to the Company’s registration statement on Form S-1/A filed with the SEC on May 3, 2024).

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).

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 (File No.

333-276173)).

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 (File No.

333-276173)).

Board of Directors Agreement dated May 14, 2026 by and between the Company and Venu Raman Kumar.

Board of Directors Agreement dated February 10, 2025 by and between the Company and Sudhir Appukuttan Panikassery (incorporated by reference to Exhibit 10.17 to the Company’s Annual Report on Form 10-K filed with the SEC on July 2, 2025 (File No.

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 (File No.

333-271894)).

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).

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).

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 (File No.

333-271894)).

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 (File No.

Exchange Agreement by and among Aeries Technology, Inc., Aark Singapore Pte.

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)

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).

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).

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 (File No.

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 (File No.

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 (File No.

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

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

Form of Indemnification Agreement by and between the Registrant and its officers and directors (incorporated by reference to Exhibit 10.30 to the Company’s current report on Form 8-K filed with the SEC on November 13, 2023)

Form of Non-Redemption Agreement (incorporated by reference to Exhibit 10.2 to the Company’s current report on Form 8-K filed with the SEC on November 3, 2023).

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 (File No.

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 (File No.

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 (File No.

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).

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 (File No.

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).

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 (File No.

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).

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 (File No.

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).

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 (File No.

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).

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 (File No.

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).

Code of Ethics and Business Conduct and Ethics (incorporated by reference to Exhibit 14.1 to the Company’s current report on Form 8-K filed with the SEC on November 13, 2023).

Letter from Marcum LLP to the U.S.

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).

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 (File No.

Letter Agreement, dated September 16, 2025, 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 September 16, 2025 (File No.

Amendment No.

1 to Letter Agreement, dated December 31, 2025, 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 January 7, 2026 (File No.

Amendment No.

2 to Letter Agreement, dated January 22, 2026, 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 January 28, 2026 (File No.

Separation Agreement and Release, dated March 19, 2026, by and between Aeries Technology, Inc., Aeries Technology Solutions, Inc.

and Daniel S.

Webb (incorporated by reference to Exhibit 10.1 to the Company’s Current Report on Form 8-K filed with the SEC on March 20, 2026 (File No.

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 (File No.

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).

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 (File No.

001- 40920)).

Aeries Technology, Inc.

1 unchanged sentence

List of Subsidiaries of Aeries Technology, Inc..

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

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

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.

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.

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.

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.

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).

Certification of

Principal Executive Officer and 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.

Certification of

Principal Executive Officer and Principal Financial Officer Pursuant to 18 U.S.C.

Section 1350, as adopted Pursuant to Section 906

of the Sarbanes-Oxley Act of 2002.

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 (File No.

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

14 unchanged sentences

Not applicable.

Pursuant to the requirements of the Section 13 or 15(d) of the Securities Exchange Act of 1934, as amended, the Registrant has duly caused this annual report to be signed on its behalf by the undersigned, thereunto duly authorized, in Singapore, on the 2 nd day of July, 2025.

AERIES TECHNOLOGY, INC.

1 unchanged sentence

Bhisham (Ajay) Khare

Chief Executive Officer

Chief Executive Officer and Director

(Principal Executive Officer)

/s/ Daniel S.

Chief Financial Officer

(Principal Financial Officer)

POWER OF ATTORNEY

KNOW ALL PERSONS BY THESE PRESENTS, that each person whose signature appears below constitutes and appoints 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.

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

2 unchanged sentences

Bhisham (Ajay) Khare

/s/ Daniel S.

Chief Financial Officer, Chief Investment Officer

(Principal Executive Officer, Principal Financial Officer and Principal Accounting Officer)

/s/ Venu Raman Kumar

1 unchanged sentence

Venu Raman Kumar

/s/ Sudhir Appukuttan Panikassery

Sudhir Appukuttan Panikassery

/s/ Alok Kochhar

4 unchanged sentences

Report of Independent Registered Public Accounting Firm

Financial Statements:

Consolidated Financial Statements:

Consolidated Balance Sheets as of March 31, 2026 and 2025

5 unchanged sentences

REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

To the Shareholders and the Board of Directors

To the Shareholders and the Board of Directors of

Aeries Technology, Inc.

2 unchanged sentences

and its subsidiaries (the “Company”) as of March 31, 2026 and March 31, 2025, 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, 2026, 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.

In our opinion, the consolidated financial statements present fairly, in all material respects, the Consolidated financial position of the Company as at March 31, 2026 and 2025, and the Consolidated results of its operations and its cash flows for each of the two years in the period ended March 31, 2026, 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.

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

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

24 unchanged sentences

Chennai, India

25228596BMOBPD2252

AERIES TECHNOLOGY, INC.

1 unchanged sentence

CONSOLIDATED BALANCE SHEETS

of March 31, 2025 and March 31, 2024

As of March 31, 2026 and March 31, 2025

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

2 unchanged sentences

Accounts receivable, net of allowance of $ 1,335 and $ 3,574 as of March 31, 2026 and March 31, 2025, respectively

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

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

Prepaid expenses and other current assets, net of allowance of $ 0 and $ 0 , as of March 31, 2026 and March 31, 2025, respectively

Deferred transactions costs

Total current assets

3 unchanged sentences

Long-term investments, net of allowance of $ 52 and $ 76 , as of March 31, 2026 and March 31, 2025, respectively

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

REDEEMABLE NONCONTROLLING INTEREST AND SHAREHOLDERS’ EQUITY / (DEFICIT)

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

Current liabilities:

13 unchanged sentences

Commitments and contingencies (Note 16)

noncontrolling interest

Shareholders’

equity / (deficit)

Redeemable noncontrolling interest

Shareholders’ equity / (deficit)

Preference shares, $ 0.0001 par value;

5 unchanged sentences

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

V ordinary shares, $ 0.0001

Class V ordinary shares, $ 0.0001 par value;

1 share authorized;

6 unchanged sentences

Accumulated deficit

Aeries Technology, Inc.

shareholders’ deficit

Total Aeries Technology, Inc.

shareholders’ equity / (deficit)

Noncontrolling interest

shareholders’ deficit

liabilities, redeemable noncontrolling interest and shareholders’ deficit

Total shareholders’ equity / (deficit)

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

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

8 unchanged sentences

Total operating expenses

/ income from operations

Income / (loss) from operations

Other income / (expense)

6 unchanged sentences

Total other income / (expense), net

(Loss) / income before income taxes

Income tax benefit / (expense)

Net (loss) / income

Net (loss) / income attributable to noncontrolling interests

Net (loss) / income attributable to redeemable noncontrolling interests

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

Income / (loss) before income taxes

Income tax (expense) / benefit

Net income / (loss)

Net income / (loss) attributable to noncontrolling interests

Net income / (loss) attributable to redeemable noncontrolling interests

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

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

Basic and diluted net (loss) / income per Class A ordinary share (1)

For the year ended March 31, 2024, net income per Class A ordinary share and weighted average Class A ordinary shares

outstanding is representative of the period from November 6, 2023 through March 31, 2024, the period following the

Business Combination, as defined in Note 1.

For more information refer to Note 21.

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

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

1 unchanged sentence

AND SUBSIDIARIES

CONSOLIDATED STATEMENTS OF COMPREHENSIVE (LOSS) / INCOME

CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME / (LOSS)

For the years ended March 31, 2026 and 2025

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

Net (loss) / income

Net Income / (loss)

Other comprehensive loss, net of tax

Foreign currency translation adjustments

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

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

Total other comprehensive loss, net of tax

Comprehensive (loss) / income, net of tax

Comprehensive (loss) / income attributable to noncontrolling interests

Comprehensive (loss) / income attributable to redeemable noncontrolling interests

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

Comprehensive income / (loss), net of tax

Comprehensive income / (loss) attributable to noncontrolling interests

Comprehensive income / (loss) attributable to redeemable noncontrolling interests

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

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

7 unchanged sentences

Ordinary Shares

Treasury Shares

shareholders’

investment and

(Accumulated deficit)

Accumulated other

comprehensive

Aeries Technology, Inc.

Total Aeries Technology, Inc.

shareholders’

1 unchanged sentence

Shareholders’

Balance as at April 1, 2024

Net loss for the period prior to share exchange

Other comprehensive loss for the period prior to share exchange

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

Balance as of April 1, 2025

Net income for the period

Other comprehensive loss for the period

Issuance of Class A ordinary shares in connection with private placement

Settlement of accounts payable through issuance of Class A ordinary shares

Issuance of common stock with respect to share exchange agreement

Issuance of Class A ordinary shares with respect to agreement with FPA holder

Issuance of Class A ordinary shares in exchange of professional services

Stock based compensation

(loss) / income for the period post share exchange

Other comprehensive loss for the period post share exchange

Settlement of forward purchase agreement

put option liability through issuance of Class A ordinary shares

Reversal of additional bonus shares

Issuance of shares under subsidiary MSOP scheme

Purchase of Treasury stock

Balance as at March 31, 2025

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

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

This error has now been rectified.

Redeemable noncontrolling

Balance as of March 31, 2026

noncontrolling

Ordinary Shares

Treasury Shares

shareholders’

investment and additional

investment and

(Accumulated deficit)

Accumulated other

comprehensive

Aeries Technology, Inc.

Total Aeries Technology, Inc.

shareholders’

1 unchanged sentence

Shareholders’

Balance as at April 1, 2023

Transition period adjustment pursuant to ASC 326, net of tax

Balance as of April 1, 2024

Net loss for the period prior to share exchange

Other comprehensive loss for the period prior to share exchange

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

Issuance of Class A ordinary shares in connection with private placement

Settlement of accounts payable through issuance of Class A ordinary shares

Stock based compensation

Net changes in net stockholders’ investment

Share in Pre-Merger

other comprehensive income

Impact of reverse recapitalization (Refer note 1)

Settlement of accounts payable through issuance of shares

Net income for the period post Business Combination upto redeemable noncontrolling interest reclass

Other comprehensive loss post Business Combination upto redeemable noncontrolling interest reclass

Reclassification of redeemable noncontrolling interest to noncontrolling interest

Net income for the period post Business Combination post redeemable noncontrolling interest reclass

Other comprehensive loss post Business Combination post redeemable noncontrolling interest reclass

Reclassification of negative additional paid-in capital

as at March 31, 2024

Net (loss) / income for the period post share exchange

Other comprehensive loss for the period post share exchange

Settlement of forward purchase agreement put option liability through issuance of Class A ordinary shares

Reversal of additional bonus shares issued*

Purchase of Treasury Stock

Balance as of March 31, 2025

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

5 unchanged sentences

Cash flows from operating activities

Net (loss) / income

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

Net Income / (loss)

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

Depreciation and amortization expense

1 unchanged sentence

Stock-based compensation expense

Deferred tax benefit

Deferred tax expense / (benefit)

Accrued income from long-term investments

1 unchanged sentence

Gain on lease termination

Profit on sale of property and equipment

(Profit) / loss on sale of property and equipment

Sundry balances written back

Impairment in value of investments

Change in fair value of forward purchase agreement put option liability

2 unchanged sentences

Loss on issuance of shares against accounts payable

Unrealized exchange gain

Unrealized exchange (gain) / loss

Sundry balances written off

8 unchanged sentences

Other liabilities

Net cash used in operating activities

Net cash provided by/ (used in) operating activities

Cash flows from investing activities

3 unchanged sentences

Payments received for loans to affiliates

Fixed Deposits placed with banks

Proceeds from maturities of fixed deposits placed with banks

Payment made towards investment in wholly owned subsidiary

Net cash used in investing activities

Cash flows from financing activities

Net proceeds from short term borrowings

Payment of promissory note liability

Net repayment of short term borrowings

Payment of insurance financing liability

3 unchanged sentences

Payment of deferred transaction costs

Net changes in net shareholders’ investment

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

Payment of FPA liabilities

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

Proceeds from issuance of subsidiary shares pursuant to MSOP agreement

Payment for purchase of treasury shares

Net cash provided by financing activities

Net cash (used in) / provided by financing activities

Effect of exchange rate changes on cash and cash equivalents

10 unchanged sentences

Settlement of accounts payable through issuance of Class A ordinary shares to vendors

Assumption of net liabilities from Business Combination

Issuance of common stock to vendor in lieu future services

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

4 unchanged sentences

Note 1 - Nature of Operations

Unless the context otherwise requires, Aeries Technology,

and its subsidiaries, excluding the fintech and investing business activities, is herein referred to as the “Company”,

“ATI”, the “registrant”, “us,” “we” and “our” in these consolidated financial

Aark Singapore Pte.

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

the fintech and investing business activities, is herein referred to as the “Carve-out Entity”.

The Company is a global provider

of professional and management services and technology consulting, specializing in the establishment and management of dedicated delivery

centers known as “Global Capability Centers” (“GCCs”) for portfolio companies of private equity firms and mid-market

Our engagement models are designed to provide a mix of deep vertical specialty, functional expertise, and digital systems

and solutions to scale, optimize and transform a client’s business operations.

Unless the context otherwise requires, Aeries Technology, Inc.

and its subsidiaries, is herein referred to as the “Company”, “ATI”, the “registrant”, “us,” “we” and “our” in these consolidated financial statements.

The Company is a global leader in AI enabled value creation, business transformation, and Global Capability Center (GCC) delivery for private equity (PE)portfolio companies, supporting scalable, technology driven execution.

Founded in 2012, its commitment to workforce development has earned it the Great Place to Work Certification for two consecutive years.

The Company has subsidiaries in India, Mexico, Singapore, and the United States.

Business Combination

On March 11, 2023, the Company (formerly

Worldwide Webb Acquisition Corp.

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

Agreement”) with WWAC Amalgamation Sub Pte.

Ltd., a Singapore private company limited by shares and a direct wholly owned

subsidiary of WWAC (“Amalgamation Sub”), and AARK.

Pursuant to the Merger Agreement, Amalgamation Sub and AARK

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

Business Accelerators Pvt.

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

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

Combination”).

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

On March 11, 2023, the Company (formerly Worldwide Webb Acquisition Corp.

(“WWAC”)) entered into a Business Combination Agreement (as amended, the “Merger Agreement”) with WWAC Amalgamation Sub Pte.

Ltd., a Singapore private company limited by shares and a direct wholly owned subsidiary of WWAC (“Amalgamation Sub”), and AARK.

Pursuant to the Merger Agreement, Amalgamation Sub and AARK amalgamated and continued as one company, with AARK being the surviving entity, and as a result thereof, Aeries Technology Group Business Accelerators Pvt.

(“ATGBA”), an Indian private company limited by shares became an indirect subsidiary of WWAC (the “Amalgamation” and, together with the other transactions contemplated by the Merger Agreement, the “Business Combination”).

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

44 unchanged sentences

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

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

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.

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.

2 unchanged sentences

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”

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, 2026 and 2025 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, 2026, from those disclosed in the annual consolidated financial statements and related notes for the year ended March 31, 2025, 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.

1 unchanged sentence

The Company is an “emerging growth company,” as defined in Section 2(a) of the Securities Act, as modified by the Jumpstart Our Business Startups Act of 2012 (the “JOBS Act”), and it may take advantage of certain exemptions from various reporting requirements that are applicable to other public companies that are not emerging growth companies including, but not limited to, not being required to comply with the auditor attestation requirements of Section 404 of the Sarbanes-Oxley Act of 2002, reduced disclosure obligations regarding executive compensation in its periodic reports and proxy statements, and exemptions from the requirements of holding a nonbinding advisory vote on executive compensation and shareholder approval of any golden parachute payments not previously approved.

Further, Section 102(b)(1) of the JOBS Act exempts

emerging growth companies from being required to comply with new or revised financial accounting standards until private companies (that

is, those that have not had a Securities Act registration statement declared effective or do not have a class of securities registered

under the Exchange Act) are required to comply with the new or revised financial accounting standards.

The JOBS Act provides that an

emerging growth company can elect to opt out of the extended transition period and comply with the requirements that apply to non-emerging

growth companies but any such election to opt out is irrevocable.

The Company has elected not to opt out of such extended transition

period which means that when a standard is issued or revised and it has different application dates for public or private companies,

the Company, as an emerging growth company, can adopt the new or revised standard at the time private companies adopt the new or revised

This may make comparison of the Company’s consolidated financial statements with another public company which is neither

an emerging growth company nor an emerging growth company which has opted out of using the extended transition period difficult or impossible

because of the potential differences in accounting standards used.

Further, Section 102(b)(1) of the JOBS Act exempts emerging growth companies from being required to comply with new or revised financial accounting standards until private companies (that is, those that have not had a Securities Act registration statement declared effective or do not have a class of securities registered under the Exchange Act) are required to comply with the new or revised financial accounting standards.

The JOBS Act provides that an emerging growth company can elect to opt out of the extended transition period and comply with the requirements that apply to non-emerging growth companies but any such election to opt out is irrevocable.

The Company has elected not to opt out of such extended transition period which means that when a standard is issued or revised and it has different application dates for public or private companies, the Company, as an emerging growth company, can adopt the new or revised standard at the time private companies adopt the new or revised 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 ).

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 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.

The shareholders’ equity as of March 31, 2026 has a deficit of $ ( 3,034 ) and the Company had a working capital deficit of $ 6,797 .

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.

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

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

As of March 31, 2025, the Company had a

working capital deficit of $ 11,093 ,

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

These FPAs were

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

Under these liquidity

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

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

WWAC was unable to meet without this financing.

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

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

The maturity consideration may be settled

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

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

the FPA holders is $ 5,034 .

During the year ended March 31, 2025, the

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

There is a heightened the risk of non-collection,

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

the previous year.

The Company received a

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

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

The Company has historically financed its operations

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

Management expects

to have sufficient cash from the operations, cash reserves and debt capacity for the next 12 months and for the foreseeable future to

finance our operations, our growth, expansion plans.

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

cash settlement.

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

resources to sustain operations during this period.

As of March 31, 2026, the Company had a working capital deficit of $ 6,797 , primarily due to current liabilities related to the Forward Purchase Agreements (“FPAs”) of $ 4,287 (as defined below), short term borrowings of $ 4,436 and remaining due to other current liabilities such as accrued compensation benefits and other accruals.

The FPAs were liquidity arrangements entered into as part of the Business Combination consummated as of November 6, 2023 (“Closing Date”).

Under these liquidity arrangements, certain investors agreed not to redeem their holdings in Worldwide Webb Acquisition Corp.

(“WWAC”) in exchange for the Company entering into the FPAs.

As of the date of this Annual Report on Form 10-K report, the remaining balance owed to the FPA holders is $ 4,287 .

The maturity consideration maybe settled either in cash or equity at the option of the FPA holders.

Paying the maturity consideration in cash would reduce the amount of cash on hand or available debt capacity to fund our operations, which could adversely affect our ability to make necessary investments, and, therefore, could affect our results of operations.

Sandia Investment Management LP (“Sandia”), one of the FPA holders agreed to the revised terms where the remaining liability will be settled by adjusting the proceeds from FPA share sales, either via cash or additional share issuance.

Further, pursuant to Amendment No.

2 dated January 22, 2026 (Amendment No.

2”) to the Letter Agreement with Sandia dated September 16, 2025 (the “Letter Agreement”) commencing March 2026, the Company will make monthly cash payments toward the outstanding amount, subject to reductions in such outstanding amount resulting from sell-downs of shares in accordance with the terms of the Letter Agreement and Amendment No, 2.

The outstanding amount will be subject to 15% per annum interest calculated monthly.

During the year ended March 31, 2026, the Company has recognized a $ 1,860 write off of receivables pertaining to our business.

There is a risk of non-collection, leading the Company also to record an allowance for doubtful accounts of approximately $ 1,335 as of March 31, 2026 compared to $ 3,574 as of March 31, 2025.

The Company received a notice, dated April 29, 2025, of non-renewal and buyout from one of its significant customers effective September 26, 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 $ 4,000 .

The Company has historically financed its operations and expansions primarily with cash generated from operations and the revolving credit facility from Kotak Mahindra Bank.

As of March 31, 2026 the Company had a balance of $4,878 in cash and cash equivalents and has reported positive operating cash inflow of $6,772.

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 $ 1,650 .

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 and one of the FPA holders, Meteora Capital Partners LP, have settled the liability through the issuance of shares, and no further amount is owed to Meteora.

Other FPA holders have sold their shares and the liabilities towards them have been fixed and the aggregate outstanding liability under all FPAs is valued at $4,287 as of March 31, 2026.

The Company is actively pursuing capital raising alternatives to pay the remaining balance due.

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, (iv) further negotiating for waivers from vendors, and (v) 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.

2 unchanged sentences

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

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

2 unchanged sentences

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

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.

On November 6, 2024, the Company reached an agreement with Meteora 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, settling its maturity consideration liability with Meteora.

On September 16, 2025, the Company entered into a Letter Agreement (the “Letter Agreement”) with Sandia with respect to the Sandia FPA.

The Letter Agreement primarily (1) provides for sales of Class A ordinary shares held by Sandia issued pursuant to the Sandia FPA (the “FPA Shares”) to offset the Company’s payment obligations to Sandia under the Sandia FPA at a sales price not lower than $1.05 per share continuing through December 31, 2025 (the “Designated Period”), (2) provides for the issuance and registration of additional Class A ordinary shares (the “Additional Shares”) to Sandia in an amount equal to (a) the result of dividing (i) the remaining liability at the end of the Designated Period by (ii)the greater of (x) the 30-day volume-weighted average price per Class A ordinary share on the Nasdaq Capital Market for the 30 trading days immediately preceding the expiration of the Designated Period or (y) $1.00 per share, minus (b) the number of remaining FPA Shares held by Sandia at the end of the Designated Period, provided that the total number of the Additional Shares issued shall not be less than 500,000 Class A ordinary shares, and (3) clarifies the Company’s payment obligations under the Forward Purchase Agreement in the case of a Change in Control (as defined in the Letter Agreement) or the delisting of the Company’s Class A ordinary shares from the Nasdaq Capital Market.

On December 30, 2025, 1,355,906 Additional Shares were issued to Sandia pursuant to the Letter Agreement.

On December 31, 2025, the Company entered into “Amendment No.

1” to the Letter Agreement extending the Designated Period to January 9, 2026.

Further, on January 22, 2026, the Company and Sandia entered into Amendment No.

2, pursuant to which the Company agreed, commencing March 2026, to make monthly cash payments toward the outstanding amount, subject to reductions in such outstanding amount resulting from sell-downs of shares in accordance with the terms of the Letter Agreement and Amendment No.

The outstanding amount will be subject to 15% per annum interest calculated monthly.

The remaining FPA holders have sold their shares in the open market, reducing the amount they are owed and have requested cash for the outstanding balance.

Derivative Financial Instruments and FPA Put Option Liability

7 unchanged sentences

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.

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.

For derivative financial instruments that are accounted for as liabilities, the derivative instrument is initially recorded at its fair value at inception and is then re-valued at each reporting date, with changes in the fair value reported in the statements of operations.

The classification of derivative instruments, including whether such instruments should be recorded as liabilities or as equity, is evaluated at the end of each reporting period.

Derivative liabilities are classified in the consolidated balance sheets as current or noncurrent based on whether or not net-cash settlement or conversion of the instrument could be required within 12 months of the balance sheet date.

Fair Value Measurements

15 unchanged sentences

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.

Company holds cash at financial institutions that the Company believes are high credit quality financial institutions and limits the

amount of credit exposure with any one bank and conducts ongoing evaluations of the creditworthiness of the banks with which it does

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

accounts receivable balance, respectively.

The Company expects limited credit risk arising from its long-term investments as these primarily

entail investments in the Company’s affiliates that have a credit rating that is above the minimum allowable credit rating defined

in the Company’s investment policy.

As a part of its risk management process, the Company limits its credit risk with respect to

long-term investments by performing periodic evaluations of the credit standing of counterparties to its investments.

In respect of the Company’s revenue, there

were two customers that each accounted for more than 10 %

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

The following table shows the amount

of revenue derived from each customer exceeding 10 %

of the Company’s revenue during the year ended March 31, 2025 and 2024:

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, 2026 and March 31, 2025, there were two customers that represented 10% or greater of the Company’s accounts receivable balance, each.

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 three and two customers that each accounted for more than 10 % of total revenue for the year ended March 31, 2026 and 2025, 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, 2026 and 2025:

Schedule of concentration of credit risk

10 unchanged sentences

Opening balance as of April 1

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

Adjusted balance as of April 1

Additions charged to cost and expense

(Reversals) / Additions charged to cost and expense

Write-off charged against the allowance

9 unchanged sentences

Allowance for credit losses was $ 52 as of March 31, 2026 and $ 76 as of March 31, 2025.

The following tables provides details of the

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

The following tables provides details of the Company’s allowance for credit losses on long-term investments:

Schedule of allowance for credit losses

Opening balance as of April 1

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

Adjusted balance as of April 1

Change in provision for credit losses

2 unchanged sentences

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

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.

(4) allocation of the transaction price to the performance obligations in the contract;

and (5) recognition of revenue when, or as, performance obligations are satisfied.

Nature of Services

The Company 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.

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.

Revenue from fixed price contracts is recognized over the period of time, using hours incurred to date relative to total hours estimated at completion to measure progress towards satisfying our performance obligations.

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

If there is an uncertainty about the receipt of payment for the services, revenue recognition is deferred until the uncertainty is sufficiently resolved.

The Company applies a practical expedient and does not assess the existence of a significant financing component if the period between transfer of the service to a customer and when the customer pays for that service is one year or less.

All revenues earned from contracts are presented net of discounts, allowances, and applicable taxes.

Reimbursements of out-of-pocket expenses received from customers have been included as part of revenues.

Unbilled Receivables

Unbilled receivables represent balances recognized

as revenue that have not been billed to the customer.

Unbilled receivables represent balances recognized as revenue that have not been billed to the customer.

Cost of Revenue

Cost of revenue primarily consists of personnel-related

costs directly associated with the Company’s professional services, including salaries, benefits, bonuses, the costs of contracted

third-party partners, travel expenses, depreciation related to the Company’s infrastructure and equipment dedicated for customer

use, and other overhead.

Cost of revenue primarily consists of personnel-related costs directly associated with the Company’s professional services, including salaries, benefits, bonuses, the costs of contracted third-party partners, travel expenses, depreciation related to the Company’s infrastructure and equipment dedicated for customer use, and other overhead.

Selling, General and Administrative Expenses

Selling, general and administrative expenses include

compensation for executive management, sales and marketing employees, advertising costs, finance administration and human resources, facility

costs, personnel-related expenses directly associated with the Company’s IT staff, bad debt expenses, professional service fees,

depreciation, and other general overhead costs to support the Company’s operations.

Selling, general and administrative expenses include compensation for executive management, sales and marketing employees, advertising costs, finance administration and human resources, facility costs, personnel-related expenses directly associated with the Company’s IT staff, bad debt expenses, professional service fees, depreciation, and other general overhead costs to support the Company’s operations.

Deferred Transaction Costs

Deferred transaction costs, which consist of direct

incremental legal, consulting and accounting fees related to the Business Combination, are capitalized.

On November 6, 2023, $ 3,697

of deferred transaction costs were recorded against additional paid-in capital upon the consummation of the Business Combination.

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

Deferred transaction

costs, which consist of direct incremental legal, consulting and accounting fees related to the Business Combination, are

The Company has recorded $ 125

and Nil 0 deferred transaction costs on the consolidated balance sheet as of March 31, 2026 and 2025, respectively.

Stock-Based Compensation

In 2020, Aeries Technology Group Business Accelerators

established a controlled trust called the Aeries Employee Stock Option Trust (“ESOP Trust”).

The ESOP Trust purchased

shares of Aeries Technology Group Business Accelerators Pvt Ltd.

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

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.

In 2020, ATGBA established a controlled trust called the Aeries Employee Stock Option Trust (“ESOP Trust”).

The ESOP Trust purchased shares of ATGBA 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

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;

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

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

Dividend Yield – The Company bases the assumed dividend yield on its expectation of not paying dividends in the foreseeable future.

Consequently, the expected dividend yield used is zero.

Expected Volatility – The volatility is derived from the average historical stock volatilities of a peer group of public companies that the Company considers to be comparable to its business over a period equivalent to the expected term of the share-based grants.

The peer group is periodically re-evaluated to properly align to the changes and developments of the Company’s business.

Risk-free Interest Rate – The risk-free interest rate assumption is based upon observed interest rates on U.S.

Treasury bonds whose maturity period is appropriate for the term of the options.

Expected Term – The Company calculates the expected term using the simplified method based on the options vesting term and contractual terms as the Company did not have sufficient relevant historical information to develop reasonable expectations about future exercise patterns and post-vesting employment termination behavior.

The Company records income taxes using the asset and liability method, which requires the recognition of deferred tax assets and liabilities for the expected future tax consequences of events that have been recognized in the Company’s consolidated financial statements or tax returns.

Deferred tax assets and liabilities are measured using the tax rates that are expected to apply to taxable income for the years in which those tax assets and liabilities are expected to be realized or settled.

The Company nets the deferred tax assets and deferred tax liabilities from temporary differences arising from a particular tax-paying component of the Company within the same tax jurisdiction and presents the net asset or liability as long term.

The effect on deferred tax assets and liabilities of a change in tax rates is recognized in the consolidated statements of comprehensive income in the period that includes the enactment date.

Valuation allowances are provided when necessary to reduce deferred tax assets to the amount expected to be realized.

We have elected to account for the tax effects of the global intangible low tax Income provision as a current period expense.

The Company recognizes tax benefits from uncertain tax positions if it is more likely than not that the tax position will be sustained on examination by the taxing authorities based on the technical merits of the position.

Although the Company believes that it has adequately reserved for uncertain tax positions, the Company can provide no assurance that the final tax outcome of these matters will not be materially different.

The Company makes adjustment to these reserves when facts and circumstances change, such as the closing of a tax audit or the refinement of an estimate.

To the extent that the final outcome of these matters is different than the amounts recorded, such differences will affect the provision for income taxes in the period in which such determination is made and could have a material impact on our financial condition and results of operations.

The Company elects to record interest accrued and penalties related to unrecognized tax benefits in the consolidated statements of operations as a component of provision for income taxes.

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

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:

Property and equipment are stated at cost less accumulated depreciation and amortization, subject to review of impairment.

Expenditures for replacements and improvements are capitalized, whereas the costs of maintenance and repairs are charged to earnings as incurred.

Property and equipment include assets that the Company owns and finance lease arrangements.

Property and equipment are depreciated using the straight-line method over the estimated useful lives of the assets as follows:

Schedule of estimated useful lives

6 unchanged sentences

Internal Use Software Costs

The Company capitalizes certain costs related

to internal use software acquired, modified, or developed related to the Company’s platform.

These capitalized costs are primarily

related to salaries and other personnel costs.

Costs incurred in the preliminary stages of development are expensed as incurred.

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.

and training costs are expensed as incurred.

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

The Company capitalizes

certain costs related to internal use software acquired, modified, or developed related to the Company’s platform.

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, 2026 and 2025, the Company capitalized Nil 0

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.

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 Nil 0 and $ 1,693

during the years ended March 31, 2026 and 2025 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.

we periodically evaluate the estimated remaining useful lives of long-lived assets to determine whether events or changes in circumstances

warrant a revision to the remaining period of depreciation or amortization.

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

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

of operations.

At the inception of a contract, the Company assesses

whether the contract is, or contains, a lease.

The Company 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 Nil 0 and $ 1,693

during the years ended March 31, 2026 and 2025 in “Selling, general and administrative expenses” on the

consolidated statements of operations.

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

The Company’s assessment is based on whether:

(1) the contract involves the use of

a distinct identified asset, (2) the Company obtains the right to substantially all the economic benefit from the use of the asset throughout

the term of the contract, and (3) the Company has the right to direct the use of the asset.

Leases are classified as either finance leases

or operating leases.

(1) the contract involves the use of a distinct identified asset, (2) the Company obtains the right to substantially all the economic benefit from the use of the asset throughout the term of the contract, and (3) the Company has the right to direct the use of the asset.

Leases are classified as either finance leases or operating leases.

A lease is classified as a finance lease if any one of the following criteria are met:

(1) the lease transfers ownership

of the asset by the end of the lease term, (2) the lease contains an option to purchase the asset that is reasonably certain to be exercised,

(3) the lease term is for a major part of the remaining useful life of the asset or (4) the present value of the lease payments equals

or exceeds substantially all of the fair value of the asset, (5) the leased asset is so specialized that the asset will have little to

no value at the end of the lease term.

(1) the lease transfers ownership of the asset by the end of the lease term, (2) the lease contains an option to purchase the asset that is reasonably certain to be exercised, (3) the lease term is for a major part of the remaining useful life of the asset or (4) the present value of the lease payments equals or exceeds substantially all of the fair value of the asset, (5) the leased asset is so specialized that the asset will have little to no value at the end of the lease term.

A lease is classified as an operating lease if it does not meet any one of the above criteria.

Assets acquired under finance leases are recorded in property and equipment, net.

Lease liabilities are recognized at the present

value of the fixed lease payments, reduced by landlord incentives using a discount rate based on similarly secured borrowings available

Lease assets are recognized based on the initial present value of the fixed lease payments, reduced by landlord incentives, plus

any direct costs from executing the leases.

Lease liabilities are recognized at the present value of the fixed lease payments, reduced by landlord incentives using a discount rate based on similarly secured borrowings available to us.

Lease assets are recognized based on the initial present value of the fixed lease payments, reduced by landlord incentives, plus any direct costs from executing the leases.

Lease assets are tested for impairment in the same manner as long-lived assets used in operations.

Leasehold improvements are capitalized at cost and amortized over the lesser of their expected useful life or the lease term.

Upon the adoption of ASC 842, the Company elected

the package of practical expedients to not (i) reassess whether any expired or existing contracts are or contain a lease, (ii) reassess

historical lease classifications for existing leases, and (iii) reassess initial direct costs for existing leases.

The Company also elected the practical expedient

to account for lease and non-lease components as a single lease component.

Accordingly, the Company shall include non-lease components

with lease payments for the purpose of calculating lease assets and liabilities to the extent that they are fixed.

Non-lease components

that are not fixed are expensed as incurred as variable lease payments.

The Company does not record leases on the consolidated balance

sheet that have a term of 12 months or less at the lease commencement date.

Costs associated with operating lease assets are

recognized on a straight-line basis within “Cost of revenue” and “Selling, general and administrative” expenses

over the term of the lease.

Finance lease assets are amortized within operating expenses on a straight-line basis over the shorter of

the estimated useful lives of the assets or the lease term.

The interest component of a finance lease is included in interest expense

and recognized using the effective interest method over the lease term.

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

The Company monitors the arrangements that are subject to guarantees in order to identify if the obligor who is responsible

for making the payments fails to do so.

If the Company determines it is probable that a loss has occurred, then any such estimable loss

would be recognized under those guarantees.

The methodology used to estimate potential loss related to guarantees considers the guarantee

amount and a variety of factors, which include, depending on the counterparty, latest financial position of counterparty, actual defaults,

historical defaults, and other economic conditions.

Management does not believe, based upon information available at this time, that these

matters will have a material adverse effect on the Company’s financial position, results of operations or cash flows.

However, there

is no assurance that such matters will not materially and adversely affect the Company’s business, financial position, and results

of operations or cash flows.

Certain conditions may exist as of the date the consolidated financial statements are issued, which may result in a loss to the Company but which will only be resolved when one or more future events occur or fail to occur.

The Company assesses such contingent liabilities, and such assessment inherently involves an exercise 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.

The Company’s consolidated financial statements are reported in U.S.

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

The functional currency for the Company’s

subsidiaries organized in India, Mexico and the United States are their respective local currencies.

The Company translates the assets

and liabilities of its non-U.S.

The functional currency for the Company’s subsidiaries organized in India, Mexico and the United States are their respective local currencies.

The Company translates the assets and liabilities of its non-U.S.

Dollar functional currency subsidiaries into U.S.

Dollars using exchange rates in effect at the end of

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

The Company remeasures monetary assets and liabilities

that are not denominated in the functional currency at exchange rates prevailing at the date of the transaction.

Monetary items denominated

in foreign currency remaining unsettled at the end of the year are translated at the closing rates as of the last day of the year.

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

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

Revenues and expenses for these subsidiaries are translated using rates that approximate those in effect during the period.

Gains and losses from these translations are recognized in cumulative translation adjustment included in “Accumulated other comprehensive loss” on the consolidated balance sheets.

The Company remeasures monetary assets and liabilities that are not denominated in the functional currency at exchange rates prevailing at the date of the transaction.

Monetary items denominated in foreign currency remaining unsettled at the end of the year are translated at the closing rates as of the last day of the year.

Gains and losses from these remeasurements are recognized within “Other income / (expense), net” in the consolidated statements of operations and were $ 273 and $ ( 117 ) for the years ending March 31, 2026 and 2025, respectively.

Employee Benefit Plan

Defined Contribution Plan:

This comprises of contributions

to the employees’ provident fund for employees in India, which is a defined contribution plan set up in accordance with local labor

and tax laws and 401(k) savings and supplemental retirement plans for employees in the United States.

Both the employee and the employer

make monthly contributions to the plan at a predetermined rate of the employees’ basic salary.

The Company’s monthly contributions

to all of these plans are charged to the consolidated statement of operations in the year they are incurred and there are no further obligations

under these plans beyond those monthly contributions.

The obligation is recognized in other, which is included in “Other current

liabilities” on the consolidated balance sheets.

The Company contributed $ 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.

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 $ 846 and $ 895 towards both of these defined contribution plans during the fiscal years ended March 31, 2026 and 2025, 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

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 till 20 November 2025.

On November 21, 2025, the Government of India implemented four new labour codes—the Code on Wages, 2019, the Industrial Relations Code, 2020, the Code on Social Security, 2020, and the Occupational Safety, Health and Working Conditions Code, 2020—which consolidate 29 existing labour laws into a unified legislative framework.

The plan provides for a 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, 2026 and 2025, the entire gratuity plan of the Company was unfunded.

The cost of providing benefits under this plan is determined based on an 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.

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

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/ (loss) and generally amortized over the average remaining service period of the active employees expected to receive benefits under the plan.

According to ASC 715, changes to defined benefit plans, such as the Gratuity Plan in India, are accounted for as plan amendments, with the impact recognized in “Other comprehensive loss” at the amendment date.

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

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

2025 and 2024, respectively.

Net (Loss) / income per Share

Basic net (loss) / income per share is computed

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

Diluted net loss per share is computed using the weighted-average number of ordinary shares and potential dilutive ordinary shares

outstanding during the period.

The Company has not considered the effect of the Warrants sold in its initial public offering (the “Initial

Public Offering”) and private placement to purchase ordinary shares, and impact of FPA put option liability in the calculation of

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

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.

In accordance with ASC 710, the impact of the new labour codes on compensated absences for employees in India in the consolidated statement of income for the year ended March 31, 2026 was not significant.

The Company’s total obligation with respect to compensated absences was $ 3,205 and $ 2,553 for the years ended March 31, 2026 and 2025, respectively.

Net Income / (Loss) per Share

Basic net income / (loss) per share is computed by dividing income / (loss) available to ordinary shareholders by the weighted-average number of ordinary shares outstanding during the period.

Diluted net income / (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 income / (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

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.

In November 2024, the FASB issued ASU No.

2024-03, Disaggregation of Income Statement Expenses (Subtopic 220-40).

The ASU requires the disaggregated disclosure of specific expense categories, including purchases of inventory, employee compensation, depreciation, and amortization, within relevant income statement captions.

This ASU also requires disclosure of the total amount of selling expenses along with the definition of selling expenses.

The ASU is effective for annual periods beginning after December 15, 2026, and interim periods within fiscal years beginning after December 15, 2027.Adoption of this ASU can either be applied prospectively to consolidated financial statements issued for reporting periods after the effective date of this ASU or retrospectively to any or all prior periods presented in the consolidated financial statements.

Early adoption is also permitted.

This ASU will likely result in the required additional disclosures being included in our consolidated financial statements, once adopted.

We are currently evaluating the provisions of this ASU.

In July 2025, the FASB issued ASU No.

2025-05, Financial Instruments—Credit Losses (Topic 326):

Measurement of Credit Losses for Accounts Receivable and Contract Assets.

The amendments in this update provide a practical expedient permitting an entity to assume that conditions at the balance sheet date remain unchanged over the life of the asset when estimating expected credit losses for current classified accounts receivable and contract assets.

This update is effective for annual periods beginning after December 15, 2025, including interim periods within those fiscal years.

Adoption of this ASU can be applied prospectively for reporting periods after its effective date.

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.

We are currently evaluating the provisions of this ASU and do not expect this ASU to have a material impact on our consolidated financial statements.

In September 2025, the FASB issued ASU No.

2025-06, Intangibles—Goodwill and Other—Internal-Use Software (Subtopic 350-40):

Targeted Improvements to the Accounting for Internal-Use Software.

The ASU simplifies the capitalization guidance by removing all references to prescriptive and sequential software development stages (referred to as “project stages”) throughout ASC 350-40.

The ASU is effective for annual periods beginning after December 15, 2027, and interim periods within those fiscal years.

Adoption of this ASU can be applied prospectively for reporting periods after its effective date;

or follow a modified transition approach that is based on the status of the respective projects and whether software costs were capitalized before the date of adoption;

or retrospectively to any or all prior periods presented in the consolidated financial statements.

Early adoption is permitted.

We are currently evaluating the provisions of this ASU

In December 2025, the FASB issued ASU No.

Income Taxes (Topic 740):

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

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

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

This ASU is effective for fiscal years beginning after December

15, 2024, with early adoption permitted.

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

financial statements.

The Company is currently evaluating the effect

of the updates.

2025-10, Government Grants (“ASC Topic 832”):

Accounting for Government Grants Received by Business Entities.

This ASU provides authoritative guidance on the recognition, measurement, presentation, and disclosure of government grants for business entities, creating a framework that previously did not exist under U.S.

The ASU will be effective for annual reporting periods beginning after December 15, 2028, including interim periods within those years, with early adoption permitted.

The Company is currently evaluating the impact of this ASU on its consolidated financial statements.

In December 2025, the FASB issued ASU No.

2025-11, Interim Reporting (“ASC Topic 270”):

Narrow-Scope Improvements.

This ASU provides a comprehensive list of interim disclosures that are required by U.S.

GAAP and incorporates disclosure principle of material events or changes occurred since the prior year-end.

The ASU will be effective for interim reporting periods within annual reporting periods beginning after December 15, 2027, with early adoption permitted.

The Company is currently evaluating the impact of this ASU on its consolidated financial statements.

The Company is currently evaluating the effect of the updates.

Recently Adopted Accounting Pronouncements

Effective January 1, 2024, the Company adopted

2023-01, Leases (Topic 842):

Common Control Arrangements.

The FASB issued guidance clarifies the accounting for leasehold improvements

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

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

controls the use of the underlying asset through a lease.

Additionally, leasehold improvements associated

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

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

The adoption had no impact on the Company’s consolidated

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

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 has adopted the disclosure requirements on a prospective basis, effective for the year ended March 31, 2026.

Refer to Note 12 – Income Taxes to the consolidated financial statements for further details.

Note 3 - Prepaids Expenses and Other Current Assets

Prepaids and other current assets consists of

the following:

Prepaids and other current assets consists of the following:

Schedule of prepaid and other current assets

3 unchanged sentences

Security deposits

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

Prepaid Expense and Other Assets

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

Note 4 - Property and Equipment, net

12 unchanged sentences

Depreciation expense in respect to these assets was $ 192 and $ 303 for the years ended March 31, 2026 and 2025, respectively.

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

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

asset group during the year ended March 31, 2025.

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

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

31, 2025 and March 31, 2024 respectively.

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

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

During the year ended March 31, 2025 and

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

As a result of the sale, the Company

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

For the year ended March 31, 2025, and 2024

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

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 Nil 0 and $ 1,693

has been included in Selling, General and Administrative Expenses for the year ended March 31, 2026 and March 31, 2025

respectively.

During the year ended March 31, 2026 and 2025, the Company acquired Property and equipment of $ 1,113 and $ 1,484 respectively.

During the year ended March 31, 2026 and 2025, the Company sold property and equipment for the sale proceeds of $ 87 and $ 217 , respectively.

As a result of the sale, the Company recorded a (gain)/ loss of $ ( 18 ) and $ 90 in the year ended March 31, 2026 and 2025, respectively.

For the year ended March 31, 2026, and 2025 depreciation and amortization expense was $ 837 and $ 1,384 , respectively.

Note 5 - Long-Term Investments

The Company holds 6,927 shares of common stock

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

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 .

The Company holds 6,927

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

has fully impaired this investment and recorded an impairment charge of $ 7 .

As of March 31, 2026 and 2025, the investment is fully impaired and the carrying value of this investment was Nil 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.

carry a cumulative dividend of 10% per annum.

The Company holds 4,500,000 cumulative redeemable preference securities (“CRPS”) of a common control affiliate, Aeries Technology Products and Strategies Private Ltd.

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.

2017 by giving a 30-day redemption request and 1,000,000 CRPS can be redeemed any time before 20 years from the date of issue i.e.

2016 by giving a 30-day redemption request.

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

investment and recorded at amortized cost of $ 822 and $ 798 , respectively.

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, 2026 and 2025, these CRPS held by the Company were classified as a held-to-maturity investment and recorded at amortized cost of $ 786 and $ 822 , respectively.

0.001% Series-A Redeemable Preference Securities

The Company holds 349,173 Series-A cumulative

redeemable preference securities (Series-A RPS) of a common control affiliate, Aeries Financial Technologies Private Ltd.

and was recorded

as a held-to-maturity investment at amortized cost.

The Company holds 349,173 Series-A cumulative redeemable preference securities (Series-A RPS) of a common control affiliate, Aeries Financial Technologies Private Ltd.

and was recorded as a held-to-maturity investment at amortized cost.

The Series-A RPS carries a dividend of 0.001 % per annum.

Series-A RPS can be redeemed

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:

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, 2026 and 2025, these Series-A RPS held by the Company were classified as a held-to-maturity investment and recorded at amortized cost of $ 1,110 and $ 1,008 , 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

6 unchanged sentences

Current portion of vehicle loan

In May 2023, the Company amended its revolving

credit facility (“Amended Credit Facility”), whereby the total borrowing capacity was increased from INR 160,000 (or approximately

$ 1,870 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.

As of March 31, 2026, the Company had a revolving credit facility with Kotak Mahindra Bank of INR 320,000 (or approximately $ 3,381 at the exchange rate in effect on March 31, 2026).

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 % .

The funded drawdown amount under the Company’s revolving facility as of March 31, 2026 and March 31, 2025, is $ 1,601 and $ 3,586 respectively.

The interest rate is equal to the 3-months Repo Rate plus a margin of 3.90% and 6-months Marginal Cost of Funds based Lending Rate (“MCLR”) plus a margin of 0.80 % as of March 31, 2026, and March 31, 2025, respectively.

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.

2 unchanged sentences

$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, 2026.

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.

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.

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.

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, 2026 and March 31, 2025, the interest expense so recognized was Nil and $9.

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

Company obtained an insurance policy for its directors and senior officers to cover $5,000, effective as of November 6, 2024,

for a period of 12 months.

The total premium payable under the insurance policy was $670, out of which $58 was paid upfront and the

$612 balance of which is payable in eleven equal monthly installments of $58.

The arrangement represents a financing transaction

where the premium payable has been deferred.

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

recognized as part of the interest expense through the condensed 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 .

March 31, 2026 and March 31, 2025, the interest expense so recognized was $ 0

and $ 16 respectively.

premium payable as of March 31, 2026 and March 31, 2025 is Nil 0 and $ 394 .

Effective November 6, 2025, the Company has renewed the insurance for its directors and senior officers to cover $5,000 for the period of 12 months.

The total premium payable in relation to this was $577 out of which $144 was paid upfront and balance $433 is payable in nine equal monthly instalments of $50.The arrangement represents a financing transaction where the premium payable has been deferred.

The interest payable under the arrangement amounts to $13 and the same would be recognized as part of the interest expense through the condensed consolidated statement of operations.

During the year ended March 31, 2026 and March 31, 2025, the interest expense so recognized was $9 and Nil respectively.

The balance premium payable as of March 31, 2026 is $243.

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

6 unchanged sentences

Deferred revenue

other current liabilities

Note 8 - Long-term debt

37 unchanged sentences

Contract Acquisition Costs

Direct and incremental costs incurred for acquiring

contracts, such as sales commissions are contract acquisition costs and thereby classified under “Other current assets” and

“Other assets” in the consolidated balance sheets.

Such costs are amortized over the expected duration of the relationship

with customers and recorded under Selling and marketing expenses in the consolidated statements of income.

Direct and incremental costs incurred for acquiring contracts, such as sales commissions are contract acquisition costs and thereby classified under “Other current assets” and “Other assets” in the consolidated balance sheets.

Such costs are amortized over the expected duration of the relationship with customers and recorded under Selling and marketing expenses in the consolidated statements of income.

Note 11 - Employee Compensation and Benefits

1 unchanged sentence

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 Company has subsidiaries in India and Mexico with employees covered by defined benefit plans.

We have defined benefit plans comprised of gratuity under Payments of Gratuity Act, 1972 covering eligible employees in India & Federal Labor Law in Mexico.

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.

The rate used to discount defined benefit obligation is determined by reference to market yields at the balance sheet date of government bonds for respective regions 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:

On November 21, 2025, the Government of India notified provisions of the Labour Codes - the Code on Wages, 2019, the Industrial Relations Code, 2020, the Code on Social Security, 2020, and the Occupational Safety, Health and Working Conditions Code, 2020 - consolidating 29 existing labour laws.

The Ministry of Labour & Employment published draft Central Rules and FAQs to enable assessment of the financial impact due to changes in regulations.

The Group continues to monitor the finalisation of Central / State Rules and clarifications from the Government on other aspects of the Labour Code and would provide appropriate accounting effect on the basis of such developments as needed.

The adjustments for the Labour Codes represent an increase in gratuity liability arising out of past service cost by $703 primarily due to change in wage definition which is recognized in the other comprehensive income / (loss), net of tax.

Out of the above, $62 is reclassified to Consolidated Statement of Operations for the year ended March 31, 2026.

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, 2026 and March 31, 2025, respectively:

Schedule of defined benefit plans

2 unchanged sentences

Interest cost

Actuarial gains

Past service cost

Current service cost

Actuarial (gains) / loss

Liability Transferred In/ Acquisitions

Benefits paid directly by employers

5 unchanged sentences

Total project benefit obligation

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:

The change in defined benefit obligation for the years ended March 31, 2026 and 2025 is largely due to change in labour codes during the year and changes in actuarial assumptions pertaining to demographics and financial assumptions.

Amounts included in the accumulated other comprehensive income as of March 31, 2026 and 2025 were as follows:

Schedule of accumulated other comprehensive income

3 unchanged sentences

Net actuarial (loss) / gain

Net prior service credit / (cost)

Amortization of net actuarial (loss) / gain

Deferred tax benefit / (expense)

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

Net defined benefit plan costs for the year ended

March 31, 2025 and 2024 include the following components:

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

Net defined benefit plan costs for the year ended March 31, 2026 and 2025 include the following components:

Schedule of net defined benefit plan costs

Service costs

Current Service costs

Past service cost

Interest costs

1 unchanged sentence

Net defined benefit plan costs

The Company uses the Projected Unit Credit Method

to measure liabilities and interest costs for defined benefit obligations.

Under this method, accrued benefit amount is projected to calculate

future expected cashflows, which is in turn discounted back at applicable discount rate assumption to arrive at present value of benefit

The rate used to discount benefit obligations

(both funded and unfunded) is determined by reference to market yields on government bonds at the balance sheet date.

The currency and

term of the government bonds should be consistent with the currency and estimated term of the benefit obligations.

The weighted average assumptions used to determine

the benefit obligations of the defined benefit plans as of March 31, 2025 and 2024 are presented below:

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, 2026 and 2025 are presented below:

Schedule of weighted average assumptions used to determine benefit obligations

1 unchanged sentence

8.04 % - 9.00 %

8.28 % - 9.10 %

Rate of compensation increase per annum

7.00 % - 10.00 %

Rate of employee turnover per annum

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:

15.00 % - 20.00 %

The table below shows the expected benefit plan payments to the current employees of the plan based on the employee’s past service up to the valuation date plus employee’s future service up to the date of payment:

Schedule of expected benefit payments

1 unchanged sentence

Year 6 to Year 10

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.

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, 2026.

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:

The Company’s income tax expense majorly pertains to the Indian jurisdiction.

Income / (Loss) before income taxes for the year ended March 31, 2026 and 2025, are as follows:

Schedule of income taxes majorly pertains

1 unchanged sentence

Cayman Islands

Provision for income taxes for the year ended

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

Provision for income taxes for the year ended March 31, 2026 and March 31, 2025, consisted of the following:

Schedule of provision for income taxes

Current tax provision

Deferred tax benefit

for Income Taxes

Income tax expense for the years ended March 31,

2025 and, 2024 is allocated as follows:

Deferred tax expense / (benefit)

Provision for Income Taxes

Income tax expense / (benefit) for the years ended March 31, 2026 and, 2025 is allocated as follows:

Schedule of income tax expense

(Loss) / income from operations

Other comprehensive income

Unrecognized actuarial

(loss) / gain on defined employee benefit plan obligations

A reconciliation of the provision for income taxes,

with the amount computed by applying the income tax rate for the Company to income before provision for income taxes for year ended March 31,

2025 and March 31, 2024, is as follows:

Income / (Loss) from operations

Other comprehensive loss

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

A reconciliation of the provision for income taxes, with the amount computed by applying the income tax rate for the Company to income before provision for income taxes for year ended March 31, 2026 and March 31, 2025, is as follows:

Schedule of income tax rate

(Loss) / income before income

Income tax expense at tax rates applicable

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

Increase (decrease) in income taxes resulting

Income tax expense at tax rates applicable to the Company

Increase (decrease) in income taxes resulting from:

Non-deductible expenses

Non-taxable income

Reversal of deferred tax asset / liability

Valuation allowance

2 unchanged sentences

Loss / (income) taxed at different tax rate

Adjustments for change in rates due to different

tax jurisdiction

Adjustments for change in rates due to different tax jurisdiction

Set off against brought forward losses

GILTI inclusion

Foreign Dividends gross-up and additional

employee deduction for employee hired-80JJA

for income tax

Foreign Dividends gross-up and additional employee deduction for employee hired-80JJA

Provision for income tax

(Loss) before income tax expense

Income tax expense at tax rates applicable to the Company (i.e., 0%)

Increase (decrease) in income taxes resulting from:

Non-deductible expenses

Valuation allowance

Tax of earlier year

True down / up

Loss / (income) taxed at different tax rate

Adjustments for change in rates due to different tax jurisdiction

Set off against brought forward losses

GILTI inclusion

Foreign Dividends gross-up and additional employee deduction for employee hired-80JJA

Provision for income tax

Effective tax rate

Significant components of the Company’s

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

Significant components of the Company’s deferred taxes as of March 31, 2026 and 2025, are as follows:

Schedule of deferred taxes

and equipment

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

operating losses

assets under development

lease liabilities

tax asset before valuation allowance

tax asset, net of valuation allowance

tax liabilities:

and equipment

right-of-use assets

tax liability

deferred tax asset (liability)

As of March 31,

Deferred tax assets:

Property and equipment

Trade Payables

Compensated absences

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

Net operating losses

Finance lease

Intangible assets under development

Provision for expenses

Operating lease liabilities

Deferred tax asset before valuation allowance

Valuation Allowance

Deferred tax asset, net of valuation allowance

As of March 31,

Deferred tax liabilities:

Property and equipment

Operating right-of-use assets

Unbilled Revenue

Deferred tax liability

Net deferred tax asset (liability)

Components of deferred taxes

1 unchanged sentence

Deferred tax assets non-current

Deferred tax liabilities

Deferred tax liabilities non-current

Net cash paid (refunds received) for income taxes for the year ended March 31, 2026 are as follows:

Schedule of net cash paid for income taxes

United States

Cayman Islands

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;

The Company has carry forward losses of $ 35 , $ 70 & $ 2,975 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.

With certain immaterial exceptions, the Company is no longer subject to U.S.

federal, state and local or other U.S.

1 unchanged sentence

The Company’s subsidiaries in India are open to examination by relevant taxing authorities for tax years beginning on or after April 1, 2016.

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

information or events require.

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

Valuation Allowances

As of March 31, 2025, the Company maintained valuation

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

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

The valuation allowances on our deferred tax assets increased by

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

During the year ended March 2025, based on the

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

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

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

respective jurisdictions.

As of March 31, 2026, the Company maintained valuation allowances of $2,749 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 decreased by $ 122 in year ended March 31, 2026 as compared to increase by $ 2,871 during the year ended March 31, 2025, respectively.

During the year ended March 2026, 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

As of March 31, 2025 and March 31, 2024, the Company does no t have any unrecognized tax benefits with a significant impact

on its consolidated financial statements.

The Company’s major tax jurisdictions are

Singapore, India, the United States, and Mexico.

Generally accepted accounting principles requires the Company’s management to evaluate

tax positions taken by the Company and recognize a tax liability for any uncertain positions that more likely than not would not be sustained

upon examination by the Internal Revenue System (the “IRS”) or a foreign jurisdiction taxing authority.

The Company is subject

to routine audits by tax authorities.

Deferred tax has not been recognized on the excess

of the amount for financial reporting over the tax basis of investments in foreign subsidiaries that is indefinitely reinvested.

amount becomes taxable upon a repatriation of assets from the subsidiary or a sale or liquidation of the subsidiary.

The amount of such

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

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, 2026 and March 31, 2025, 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 $10,435, with an income tax impact of approximately $1,454 as of March 31, 2026.

Note 13 - Related Party Transactions

3 unchanged sentences

Affiliate entity

Aark Singapore Pte Ltd

Affiliate entity

Aeries Technology Products And Strategies Private Limited (“ATPSPL”)

14 unchanged sentences

Sudhir Appukuttan Panikassery

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

10th February

Key managerial personnel (till February 9, 2025) Vice chairman of ATI’s Board (February 10, 2025 through September 18, 2025)

Bhisham (Ajay) Khare

Key managerial personnel

Unnikrishnan (Unni) Balakrishnan Nambiar

Key managerial personnel

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

3 unchanged sentences

Bhanix Finance And Investment Limited (b)

Corporate guarantee commission

Bhanix Finance And Investment Limited

Corporate guarantee expense

Aeries Technology Products And Strategies Private Limited (j)

Interest expense

9 unchanged sentences

Aark II Pte Limited (a)

TSLC Pte Limited (a)

Office management and support services expense

1 unchanged sentence

Accounts payable

Aeries Technology Products And Strategies Private Limited (i)

Ralak Consulting LLP (c)

Accounts receivable

3 unchanged sentences

TSLC Pte Limited (a)

Prepaid expense and other current assets

Receivables from Mr.

Bhisham (Ajay) Khare (j)

Remittance in transit – Inwards (l)

Interest payable (classified under other current liabilities)

14 unchanged sentences

Aeries Technology Products And Strategies Private Limited (e)

Advance to Vendor

Aeries Technology Products And Strategies Private Limited (i)

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.

10 unchanged sentences

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

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

The Company obtained a loan at 12% per annum interest rate (w.e.f April 1, 2025;

10% per annum till March 31, 2025) from Mr.

Vaibhav Rao for business purposes.

The agreement shall remain valid until the principal

amount along with interest is fully repaid.

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, 2026.

2 unchanged sentences

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

ATPSPL gave corporate guarantee of INR 240,000 (or approximately $2,804 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.

For the year ended March 31, 2026, ATI has issued 851,184 shares at a fair value of $0.87 per share to Mr.

Bhisham (Ajay) Khare pursuant to the exchange agreement dated November 6, 2023 for his holding in ATGBA.

As on March 31, 2026, Mr.

Bhisham (Ajay) Khare is yet to transfer the shares to ATI and consequently a receivable of $741.00 has been recognized.

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.

For the year ended March 31, 2026, Mr.

Bhisham (Ajay) Khare has exercised 59,110 options under Aeries Management Stock Option Plan 2019 (“MSOP”) with exercise price of INR 10 (or approximately $0.11 at the exchange rate in effect on March 31, 2026).

As on March 31, 2026, a remittance in transit of $6.24 has been recognized in respect of the exercise price of such options has been recognised.

The Company has also executed two Exchange Agreements:

5 unchanged sentences

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.

Additionally, pursuant to the Business Combination, 5,638,530 Class A ordinary shares were issued to Innovo Consultancy DMCC, which is wholly owned by Mr.

Note 14 - Stock-Based Compensation

1 unchanged sentence

2023 Equity Incentive Plan

The board of directors of WWAC approved the Aeries

Technology, Inc.

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.

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 9,031,027 , subject to certain adjustments set forth in the Plan.

On March 27, 2025, at the Company’s annual meeting of the shareholders, the Company’s shareholders approved Amendment No.

1 (the “Plan Amendment”) to the Plan.

On December 26, 2025, the Company’s board of directors approved 2,227,899 additional shares to be available for issuance under the Plan pursuant to the Evergreen Increase provision.

Restricted Share Unit Award

3 unchanged sentences

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:

The Company’s board of directors approved the below grant of restricted stock unit awards (“RSUs”) under the Plan on September 9, 2025.

Non-Employee Director Equity Compensation

Pursuant to the Plan, the Company granted the non-employee directors, Ms.

Biswajit Dasgupta and Mr.

Alok Kochhar, 125,000 RSUs each on September 9, 2025, which were fully vested on the grant date.

Consultant Equity Compensation

Pursuant to the Plan, the Company granted Ramesh Venkataraman, a consultant to the Company, 125,000 RSUs on September 9, 2025, which were fully vested on the grant date.

The following table summarizes the activities for vested RSUs for the year ending March 31, 2026:

Schedule of restricted stock units activity

2 unchanged sentences

Unvested as of March 31, 2026

The following table summarizes the activities for vested RSUs for the year ending March 31, 2025:

Unvested as of April 1, 2024

Forfeited / Canceled

Unvested as of March 31, 2025

Aeries Employees Stock Option Plan, 2020

5 unchanged sentences

The stock-based compensation expense is recognized in the consolidated statements of comprehensive income using the straight-line attribution method over the requisite service period.

The following table summarizes the ESOP stock

option activity for the year ended March 31, 2025:

The following table summarizes the ESOP stock option activity for the year ended March 31, 2026:

Schedule of ESOP stock option activity

16 unchanged sentences

The stock-based compensation expense is recognized in the consolidated statements of comprehensive income using the straight-line attribution method over the requisite service period 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:

During the year ended March 31, 2026, 236,455 options under MSOP, that were fully vested expired unexercised upon reaching the end of their term.

As these options were vested, no reversal of previously recognized share-based compensation expense was recorded upon expiration in the condensed consolidated statement of operations for the year ended March 31, 2026.

The excess of previously recognized compensation expense related to these options has been reclassified from stock option reserve classified under additional paid-in capital to additional paid-in capital – other reserve.

Further, tor the year ended March 31, 2026, the balance 59,110 options under MSOP were exercised by Mr.

Bhisham (Ajay) Khare with exercise price of INR 10 (or approximately $0.11 at the exchange rate in effect on March 31, 2026).

As on March 31, 2026, a remittance in transit of $6.24 has been recognized in respect of the exercise price of such options.

The following table summarizes the MSOP stock option activity for the year ended March 31, 2026:

Schedule of stock option activity

22 unchanged sentences

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:

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 $ 134 and $ 247 as of March 31, 2026 and March 31, 2025, respectively.

Accumulated depreciation associated with finance lease assets was $ 1,656 and $ 1,632 as of March 31, 2026 and March 31, 2025, respectively.

Lease cost recognized in our carve-out consolidated statements of operations is summarized as follows:

Schedule of lease cost

5 unchanged sentences

Total lease cost

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

Included in “cost of revenue” and “selling, general and administrative expenses” in the Consolidated Statements of Comprehensive Income / (loss).

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

Cash flows arising from lease transactions were as follows:

Schedule of cash flows arising lease transactions

3 unchanged sentences

Financing cash flows from finance leases

Other information about lease amounts recognized

in the consolidated financial statements is summarized as follows:

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

Schedule of other information about lease amounts

5 unchanged sentences

Finance lease

As of March 31, 2025, the Company’s

lease liabilities were as follows:

As of March 31, 2026, the Company’s lease liabilities were as follows:

Schedule of lease liabilities

4 unchanged sentences

Total long-term lease liabilities

Future minimum annual lease payments under the

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

Future minimum annual lease payments under the Company’s operating and finance leases as of March 31, 2026 are as follows:

Schedule of annual lease payments

2 unchanged sentences

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

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

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

Indemnification obligations

18 unchanged sentences

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.

This represents a derivative financial instrument, fair value of which as of March 31, 2026 has been assessed to be insignificant.

Refer Note 20 for details on Fair Value Measurements.

Note 17 - Warrant Liabilities

27 unchanged sentences

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.

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.

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

6 unchanged sentences

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.

As of March 31, 2026, the Company has 2,997,954 shares of Common Stock held as treasury stock at cost as reduction of shareholder’s equity.

Share Repurchase Program

A share repurchase program has been approved by the board on February 25, 2026 (the “Repurchase Program”) pursuant to which the Company may repurchase up to $ 5,000 of the Company’s Class A ordinary shares to be effected over a period of twelve (12) months.

In connection therewith, the

board approved the adoption of a Rule 10b5-1 issuer share repurchase trading plan on March 23, 2026 (the “Trading Plan”),

pursuant to which the Company may repurchase its ordinary shares from time to time in accordance with applicable laws and regulations,

including Rule 10b5-1 under the Securities Exchange Act of 1934, as amended.

Maximum amount for cumulative purchases under the Trading

Plan will not exceed $3,000 (exclusive of commission).

The Company’s share repurchase program does not obligate the Company to

acquire a minimum amount of shares.

Under the program, shares may be repurchased in privately negotiated or open market transactions,

including under plans complying with Rule 10b5-1 under the Exchange Act.

During the period ending March 31, 2026, the Company repurchased 1,712,562 shares of its common stock for $ 580 inclusive of commission to be held as treasury stock at cost according to ASC 505.

Shares of Common Stock

The following table shows the changes in shares of common stock for 2026 and 2025:

Schedule of shares of common stock

Common stock outstanding, beginning balances

Common stock repurchased

Common stock issued

Common stock outstanding, ending balances

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 to pay tax withholding obligations on behalf of Mr.

Nambiar, in connection with the vesting of RSUs.

18 unchanged sentences

The Subscription Agreement contains customary representations, warranties and covenants of the parties, and the closing was subject to customary closing conditions.

The Company intends to use the net proceeds of approximately $4.68 million from the Private Placement, following a deduction of a 6.5% commission paid to a placement agent, for general corporate and working capital purposes.

The Company used the net proceeds of approximately $4,675 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.

On July 10, 2024, and September 25, 2025, the Company issued 270,820 and 50,000 shares, respectively, from the previously reserved pool of 320,820 shares, resulting in no remaining shares available for issuance.

Exchange Pursuant to Exchange Agreement

4 unchanged sentences

2,246 Class A ordinary shares of the Company for 1 ordinary share of AARK).

On September 22, 2025, the Company issued 851,184 shares at a fair value of $ 0.87 per share to Mr.

Bhisham (Ajay) Khare pursuant to his Exchange Agreement for shares of ATGBA.

As of March 31, 2026, Mr.

Bhisham (Ajay) Khare is yet to transfer the shares to the Company and consequently a receivable of $ 741 amount has been recognized.

Shares issued to vendors

3 unchanged sentences

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.

In September 2025, the Company, pursuant to a vendor agreement, issued 300,000 Class A ordinary shares valued on the relevant date of the agreement, as compensation for their services.

Shares Issued to FPA Holders

In September 2025, the Company entered into a Letter Agreement with Sandia with respect to the Sandia FPA to offset the Company’s payment obligations by the proceeds received from sale of shares issued to Sandia under the Sandia FPA and for issuance of additional Class A ordinary shares, subject to terms provided therein.

In December 2025, pursuant to the Letter Agreement, the Company issued 1,355,906 additional Class A ordinary shares to Sandia calculated in accordance with the Letter Agreement.

Redeemable noncontrolling interest

7 unchanged sentences

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.

The Company received a notice, dated April 29, 2025, of non-renewal and buyout from one of its significant customers effective September 26, 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 $ 4,000 .

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.

The buy-out resulted in one-time revenue of approximately $ 1,650 .

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).

As of March 31, 2026, 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.

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, 2026 and March 31, 2025, 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:

17 unchanged sentences

The valuation of the forward purchase agreement put option liability was made using the following assumptions as of March 31, 2026:

of purchase agreement

Expected Term (Years)

Risk free Interest Rate

Stock price at measurement date

Schedule of purchase agreement

Weighted Average Fair Value

Expected Term (Years)

Risk free Interest Rate

Reference Price for one share of Class A common stock

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

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

Stock price at measurement date

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.

11 unchanged sentences

Fair value as of March 31, 2026

Based on the expected VWAP as at inception as well as March 31, 2025 it is not expected that ATI would be required to issue additional

Class A ordinary shares to certain vendors.

On this basis, fair value of the derivative financial instrument representing ATI’s

obligation to issue additional Class A ordinary shares has been determined to be insignificant on initial recognition as well as at March

31, 2025 and accordingly the quantitative disclosures in relation to the fair value have not been provided.

21 - Net (loss) / income per Share

Basic consolidated net loss per share (“EPS”) is calculated using the Company’s share of its subsidiaries earnings/ net loss as well as ATI stand-alone earnings/ net loss and the weighted number of shares outstanding during the reporting period.

Diluted consolidated EPS includes the dilutive effect of vested and unvested stock options of the Company’s subsidiaries.

The Company analyzed the calculation of net 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.

Based on the expected VWAP as at inception as well as March 31, 2026 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 of March 31, 2026 and accordingly the quantitative disclosures in relation to the fair value have not been provided.

Note 21 - Net income / (loss) per Share

Basic net income / (loss) per share (“EPS”) attributable to Class A ordinary shareholders is calculated by dividing net income / (loss) attributable to Class A ordinary shareholders by the weighted number of Class A ordinary shares outstanding during the reporting period.

Diluted EPS is computed using the weighted number of Class A ordinary shares and, when dilutive, potential outstanding shares during the period.

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):

As such, separate presentation of basic and diluted net income / (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 income / (loss) per share for the year ended March 31, 2026 and March 31, 2025 (in thousands, except share and per share amounts):

Schedule of reconciliation of net income per share

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

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

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

(Loss) / Earning

Profit / (Loss) / Earning per share:

Basic and Diluted (A/B)

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.

Nasdaq hearing

On March 31, 2026, the Company received formal notice from the Listing Qualifications Staff (the “Staff”) of The Nasdaq Stock Market LLC (“Nasdaq”) indicating that the Company’s non-compliance with the Bid Price Rule would result in the delisting of the Company’s securities from Nasdaq unless the Company timely requests a hearing before the Nasdaq Hearings Panel (the “Panel”).

The Company did file a timely request for a hearing before the Panel, which request stayed any further action by Nasdaq pending the issuance of a decision by the Panel and the expiration of any extension the Panel may grant to the Company following the hearing.

The Company had its hearing before the Panel on May 7, 2026 and is currently awaiting a decision from the Panel.

Share repurchase and subsequent cancellation

Subsequent to March 31, 2026, pursuant to the Company’s share repurchase program and in connection with the adoption of a Rule 10b5-1 issuer share repurchase trading plan, the Company repurchased 2,582,365 Class A ordinary shares, increasing the total number of shares repurchased to 4,294,927 treasury shares held at cost.

Of the total shares repurchased, 2,898,643 Class A ordinary shares were subsequently cancelled.

The remaining shares are held as treasury shares at cost.

Customer buyout

The Company received a notice, dated April 24, 2026, of non-renewal and buyout from one of its significant customers effective June 30, 2026.

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 $ 5,700 .

The buy-out resulted in one-time revenue of approximately $ 2,700 .

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

What changed 10-K

Item 9A. Controls and Procedures