AERT 10-K & 10-Q changes, risk factors and insider trading

An investment in our securities involves a high degree of risk. You should consider carefully all of the risks described below, together with the other information contained in this report before making a decision to purchase our securities. If any of the following events occur, our business, financial condition and operating results may be materially adversely affected. In that event, the trading price of our securities could decline, and you could lose all or part of your investment. These risks are more fully described in the section titled “Risk Factors” immediately following this risk factors summary. The risks and uncertainties described below address the most material risks of which we are currently aware but are not the only ones we face. Therefore, the following risk factors should not be considered a complete list of potential risks that we may face. These disclosures also reflect the Company’s beliefs and opinions as to factors that could materially and adversely affect the Company and its securities in the future. References to past events are provided by way of example only and are not intended to be a complete listing or a representation as to whether or not such factors have occurred in the past or their likelihood of occurring in the future. These risks include, among others, the following:

In connection with the Company’s assessment of going concern considerations, management has identified conditions that raise substantial doubt about the Company’s ability to continue as a going concern. As of March 31, 2025, the Company had a cash balance of $2.8 million with a net operating cash outflow of $1.0 million for the year ended March 31, 2025. The Company reported a net loss of $21.6 million for this period. The shareholders’ equity as atof March 31, 20252026 also has a deficit of $6.1$3.0 million and the Company had a working capital deficit of $11.1$6.8 million as atof March 31, 2025.2026. 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.

The Company’s financial condition is further impacted by a non-renewal notice received on April 29, 2025, effective September 26, 2025, from a significant customer, expected to result in an annual revenue loss of approximately $11.5$4.0 million. While the customer’s non-renewal requires a one-time buyout payment to the Company of approximately $3.0$1.6 million, this amount alone may not fully offset the anticipated revenue impact.

Management’s plans to address thesethe above challenges include (i) raising additional funds through existing or new credit facilities, (ii) raising additional funds through equity issuances or equity-linked capital, (iii) restructuring current liabilities into equity or long-term obligations, (iv) further negotiating for waivers from vendors, and (ivv) further reducing non-core expenses with a renewed focus on organic growth in the core geography we historically operate in, which is North America. There is no guarantee that these measures will be successful or that additional funding will be available on acceptable terms. Any future equity financing could significantly dilute existing shareholders’ ownership. Our future profitability depends on our ability to generate revenue in excess of our expenses, including costs relating to the maintenance of our business and debt service requirements. The Company is hopeful of accomplishing its objectives through these measures in the anticipated time frame and also expects that the funds available through the above-mentioned arrangements will be sufficient to alleviate the doubts about the Company’s ability to continue as a going concern. However, there is no guarantee of the success of these efforts.

The market for professional services and management consultancy is intensely competitive, highly fragmented and subject to rapid change and evolving industry standards and we expect competition to intensify. Our primary competitors include mid-sized specialized and large full-service firms that focus on niche markets or specific service offerings. These competitors often emphasize specialized vertical knowledge and close client relationships, which allow them to compete effectively for targeted opportunities within the private equity portfolioecosystem firms and mid-segmentmid-market enterprise markets.segments. Many of our competitors have substantially greater financial, technical and marketing resources and greater name recognition than we do. As a result, they may be able to compete more aggressively on pricing or devote greater resources to develop and promote their professional services and management consultancy offerings. Further, there is a risk that our clients may elect to increase their internal resources to satisfy their services needs as opposed to relying on a third-party service providers, such as us. We expect our industry to undergo consolidation, which may result in increased competition in our target markets from larger firms that may have substantially greater financial, marketing or technical resources, may be able to respond faster to new technologies or processes and changes in client demands. Increased competition could also result in price reductions, reduced operating margins and loss of our market share.

Our business is heavily dependent upon our international operations, particularly in India and Mexico, and any disruption to those operations, such as the current tensions between India and Pakistan,operations could adversely affect us.

We may be required to make a cash payment of approximately $5$4.3 million or issue certain additional Class A ordinary shares to the investors with whom we entered into Forward Purchase Agreements in connection with the closing of the Business Combination, which would reduce the amount of cash available to us to fund our operations or dilute the percentage ownership held by the investorsinvestors.

On November 6, 2024, the Company andreached onean ofagreement the FPA holders,with Meteora Capital Partners, LP (“Meteora”), which held 250,000 shares under its FPA, agreed to settle the outstanding maturity consideration liability through the issuance of additional shares. As a resultresult, the Company issued 57,811 Class A ordinary shares to Meteora duringin November 2024, settling the $625,000its maturity consideration liability with Meteora, leaving a remaining balance of $7.5 million owed to other FPA holders.Meteora.

We are required to make a cash payment of $2.00 per FPA Share, or issue additional Class A ordinary shares to such FPA holders at a price of $2.50 per share, for each FPA share held by the FPA holders who continued to hold their FPA Shares at the Maturity Date. If we are required to satisfy our obligations under the FPA with cash payments to the FPA holders, as we are with respect to Sandia pursuant to Amendment No. 2, the amount of cash on hand to fund our operations would be reduced accordingly, which could adversely affect our ability to make necessary investments, and, therefore, could affect our results of operations. If we are required to issue additional Class A ordinary shares in respect of the FPA Shares, as we were required to pursuant to the Letter Agreement with Sandia, the ownership percentage held by our current shareholders will be diluted.

We derive a substantial portion of our revenue from a small number of key clients who generally retain us across multiple service offerings. Our top five clients accounted for 57% and 50% of our revenue for the fiscal years ended March 31, 2025,2026, and March 31, 2024, respectively. In the fiscal year ended March 31, 2024, we had two clients, each contributing more than 10% of our revenue, which were 14% and 12%2025, respectively. In the fiscal year ended March 31, 2025, we had two clients, each contributing more than 10% of our revenue, which were 21% and 12% respectively. In the fiscal year ended March 31, 2026, we had three clients, each contributing more than 10% of our revenue, which were 16%, 12% and 11% respectively. The loss of all or a portion of our business with, or the failure to retain a significant amount of business with, any of our key clients could have a material adverse effect on our business, financial condition and results of operations. In addition, our ability to maintain, increase and collect revenue from our top clients depends in part on the financial condition of those clients. Further, our reliance on any individual client for a significant portion of our revenue may give that client a certain degree of pricing leverage against us when negotiating contracts and terms of service and solutions.

As previously disclosed, in the fiscal year ended March 31, 2025,2026, we 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 $11.5 $4.0 million. Subsequent to the reporting period end, we have additionally received a non-renewal notice from another significant customer which is expected to result in an annual revenue loss of approximately $5.7 million. Any additional non-renewals from significant customers could, individually or in the aggregate, have a material adverse effect on our business and results of operations.

Although we have executed auto-renewal service agreements with our clients, the clients may choose to terminate or not renew such agreements. In In the event our clients terminate the agreements without cause or not renew the agreement, adequate notice period (ranging from 90 days to 180 days as negotiated) needs to be provided by the client. Additionally, a termination fee component (based on commercial margin) is payable by the clients in the event of such termination without cause or non-renewal. However, despite the notice period and termination fee, early terminations or non-renewals could still negatively impact our revenue streams, especially if a significant client is involved. The sudden loss of a major client could create a revenue gap that may be difficult to fill in the short term, leading to reduced cash flow and profitability. As we previously disclosed, in the year ended March 31, 2025,2026, we 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 $11.5$4.0 million. Further, subsequent to the reporting period end, a non-renewal notice was received from another significant customer which will result in revenue loss of approximately $5.7 million. Our auto-renewal agreements often form the basis of our recurring revenue, and any disruption could affect our ability to forecast revenue and meet financial projections.

Natural events (such as floods, tsunamis and earthquakes), health pandemics or epidemics, wars, widespread civil unrest, terrorist attacks and other acts of violence, such as the invasion of Ukraine by Russia or theU.S.- Iran and Israel-Hamas war,conflicts and the escalating military tensions involving Israel, Iran and other actors in the Middle East region, could result in significant disruptions to our business. In particular, the continuation or further escalation of geopolitical instability and military conflict in the Middle East, the escalation of the U.S. – Iran and Israel-Hamas war may affect areas where we currently operate or expect to conduct business, creating additional risks for our operations and clients. Such events could adversely affect global economies, worldwide financial markets and our clients’ levels of business activity and could potentially lead to economic recession, which could impact our clients’ purchasing decisions and reduce demand for our services and solutions and, consequently, adversely affect our business, financial condition, results of operations and cash flows. Any disaster or series of disasters, particularly in areas where we have a concentration of sites, such as India or Mexico, could significantly disrupt our operations and have a material adverse effect on our business, results of operations and financial condition.

We have significant operations in emerging market economies in India and Mexico, both of which are more vulnerable to market and economic volatility than larger and more developed markets and present risks to our business and operations. A majority of our revenues are generated in North America. However, most of our personnel and delivery centers are located offshore, including in emerging markets. This exposes us to foreign exchange risks relating to revenues, compensation, purchases, capital expenditures, receivables and other balance-sheet items. As we continue to leverage and expand our global delivery model into other emerging markets, a larger portion of our revenues and incurred expenses may be in currencies other than U.S. dollars. Currency exchange volatility caused by economic instability or other factors could materially impact our results. See “We are subject to foreign exchange and currency risks that could adversely affect our operations, and our ability to mitigate our foreign exchange risk may be limited”.

If we doare not continueunable to innovate and remainstay ataligned the forefront ofwith emerging technologies and related market trends, wethat maycould loseresult clientsin client attrition and not remainreduced competitive.competitiveness.

Our success depends on delivering innovative solutions that leverage emerging technologies and emerging market trends to drive increased revenue. Technological advances and innovation are constant in theThe technology services industry.industry Asis acharacterized result,by constant technological advancement, shifting regulatory requirements, and an increasingly complex threat landscape. Consequently, we must continue tocontinuously invest significant capital and operational resources to stay abreast of technologydevelopments—such developmentsas sothe thatintegration weof maygenerative continueartificial intelligence into security operations, the deployment of Zero Trust architectures, and the advancement of Managed Detection and Response (MDR) platforms—to deliver solutions thatensure our clientsofferings willmeet wishthe tosophisticated purchase. needs of our clients. If we are unable to accurately anticipate technological developments,shifts, effectively enhance our existing servicesenterprise-scale andsecurity solutionsworkflows, or developsuccessfully andbring introducenew, new services andautomated solutions to keepmarket, paceour withexisting such changes and meet changing client needs, weclients may loseseek clientsalternative providers, and our revenue and results of operations could suffer. OurFurthermore, our efforts to develop newproprietary productsplatforms and platformsautomated toagents enhance our services and solutions may incurcarry substantial costs and may not beachieve successful.the Ourdesired competitorsmarket mayacceptance. beWe ableoperate toin offera highly fragmented market where clients frequently contract with multiple professional and management services and technology consultancies. If our competitors introduce consultancy thatservices are, or security automation tools that are perceived to be,be substantially similarsuperior or bettermore than thosecost-effective, we offer. This may forcebe usforced to reduce our rates or significantly increase our research and todevelopment expend significant resources in orderexpenditures to remain competitive, which we may be unable to doexecute profitablyprofitably. orSuch atintense all.competitive Becausepressures manycould materially and adversely affect our business, financial condition, and results of our clients and potential clients regularly contract with other professional and management services and technology consultancy providers, these competitive pressures may be more acute than in other industries.operations.

In orderTo to offerdeliver innovative services and solutions, we may incurneed capitalto expendituresmake significant investments in service development, as well as in technology and communications infrastructure, whichinfrastructure. However, these expenditures may not necessarily maintainstrengthen or sustain our competitiveness.competitive position.

While we integrate AI into our solutions to enhance efficiency and effectiveness, rapid advancements in AI technologies pose a risk. These advancements may enable AI to match or surpass the benefits offered by our current AI-integrated services, potentially proving more cost-effective and capable of automating complex tasks and improving decision-making. The emergence of alternative technologies, including AI innovations from competitors, could present superior performance or innovative features that attract clients away from our offerings. Such developments could significantly impact our business, prospects, financial condition, and operating results unpredictably. OurIf our efforts to adapt to changes inthe rapidly changing AI technology may notlandscape prove adequateinadequate, toit maintaincould significantly impair our competitive position.position, business prospects, financial condition, and results of operations unpredictably.

Furthermore, issues in the use of AI, combined with an uncertain regulatory environment, may result in reputational harm, liability, or other adverse consequences to our business operations. As with many technological innovations, AI and generative AI present risks and challenges that could impact our business. In addition to our own use of AI and generative AI, our vendors may integrate these tools into their offerings without adequate disclosure to us. Providers of these tools may not be able to comply with existing or rapidly evolving regulatory or industry standards for privacy and data protection, potentially impairing our or our vendors’ ability to maintain satisfactory service levels and customer experiences. If we, our vendors or third-party partners experience an actual or perceived breach or privacy or security incident involving AI or generative AI, it could lead to the loss of valuable intellectual property and confidential information. Such incidents could also harm our reputation and public perception of our security measures. Moreover, malicious actors worldwide increasingly employ sophisticated AI techniques to illegally obtain and misuse personal information, confidential data, and intellectual property. Any of these scenarios could result in reputational damage, loss of valuable assets, and adverse impacts on our business.

Our business reliesis heavilyhighly dependent on owned and third-party technology and computer systems, which subjectsexposes us to variousoperational uncertainties.and external risks.

We rely heavily on sophisticated and specialized communications and computer technology coupled with third-party telecommunications and bandwidth providers to provide high-quality and reliable real-time solutions.solutions to our clients. We also rely on the data services provided by local communication companies in the countries in which we operate. OurConsequently, operations,our therefore,business dependcontinuity onis contingent upon the proper functioning and seamless integration of both our own and third parties’ equipment and systems, including hardwarehardware, software, and software.networking infrastructure.

Any disruptions in the delivery of our services due to the failure of our systems, hardware or software, whether provided and maintained by third parties or our in-house teams, or due to interruptions in our data services or those of third parties that adversely affect the quality or reliability (or perceived quality or reliability) of our solutions, may result in reduction in revenue. These types of interruptions or failures could also adversely impact our critical internal operations, including timekeeping, scheduling, and workforce management applications. The occurrence of any such interruption or unplanned investment could materially adversely affect our business, financial positions, operating results and prospects.

We Furthermore, we may have inadequate insurance coverage or insurance limits to fully compensate for losses resulting from a major interruption,system interruption. The costs associated with remediation and remediationsystem restoration may be costly substantial and could have a material adverse effect on our operating results and financial condition. Any extended interruption or degradation in our technologies or systems could significantly curtail our ability to conduct our business and generate revenue.revenue, potentially harming our long-term competitive position.

While our intellectual property is not currently considered to be a primary driver of our business, we believe that our success isdepends dependent, in part,part upon protectingour ability to protect our intellectual property rights and proprietary information, including trade secrets.secrets and technical methodologies. We rely on a combination of intellectual property rights, including trademarks, copyright, trade secrets, contractual restrictions and technical measures to establish and protect our intellectual property rights and proprietary information. However, the steps we take to protect our intellectual property rights and proprietary information may provide only limited protection and may not now or in the future provide us with a competitive advantage. Furthermore, legal standards relating to the validity, enforceability and scope of protection of intellectual property rights are uncertain.uncertain, particularly in international jurisdictions. Despite our precautions, it may be possible for unauthorized third parties tomay successfully copy or reverse-engineer our technology and use information that we regard as proprietary to create products and services that compete with ourcompeting solutions, whichpotentially mayresulting causein usa toloss loseof market share orand render usdiminished unable to operate our business profitably.profitability.

While ourOur client contracts with our clientstypically provide that we retain the ownership rights toof our pre-existing proprietary intellectual property,property. However, in some casesthe course of certain projects, we may assign intellectual property rights to clients infor somespecific aspects of the work product developed specifically for these clients in connection with these projects.them. If we inadvertently assign rights to intellectual property rights to clients that may be moreis broadly useful into our core business, that wouldit could limit or prevent our ability to useutilize suchthat intellectual property rightstechnology in future solutions for other clients, thereby impairing our solutions.service capabilities.

We mayProtecting beour requiredintellectual toproperty spendrequires significant resources to monitor andfor protectpotential ourinfringement. intellectualIn propertythe rights.future, Litigationlitigation may be necessary in the future to enforce our intellectualrights property rights, including toor protect our trade secrets. Such litigation couldis beoften costly, time consumingtime-consuming, and distractingserves as a major distraction to management. Our inability to protect our proprietary technology against unauthorized copying —or use,the assignificant well ascosts anyincurred costlyduring litigation that we may enter into to protect and enforce our intellectual property rights, enforcement—could make it more expensive for us to do business and adversely affectincrease our operating resultsexpenses, by delaying further sales ordelay the implementation of ournew technologies, impairingfeatures, impair the functionality of our solutions, delayingand introductionsultimately of new features or applications or injuringinjure our reputation.brand reputation and financial results.

Some of our solutions use software made available under open source licenses, and we expect to continue to incorporate open source software in our solutions in the future. Open source software is typically freely available, but is licensed under various requirements that bind the licensee. While the use of open source software may reduce development costs and speed up the development process, it may also present certain risks, that may be greater than those associated with the use of third-party commercial software. We cannot guarantee we comply with all obligations under these licenses. Any non-compliance claim by the owner of the copyright could require us to incur significant expenses defending against such allegations, may be subject to the payment of damages, enjoined from further use of the software, require us to comply with conditions of the license (which may include releasing the source code of our proprietary software to third parties without charge), or force us to devote additional resources to re-engineer all or a portion of our solutions to avoid using the open source software. Any of these events could create liability for us, damage our reputation, and have an adverse effect on our revenue, and operations.

In addition to historical information, the following discussion contains forward-looking statements, including, but not limited to, statements regarding our expectations for future performance, liquidity and capital resources that involve risks, uncertainties and assumptions that could cause actual results to differ materially from our expectations. Our actual results may differ materially from those contained in or implied by any forward-looking statements. Factors that could cause such differences include those identified below and those described under “Risk Factors” and “Cautionary Note Regarding Forward-Looking Statements,” and elsewhere in this report. You should consider these factors carefully in evaluating forward-looking statements and are cautioned not to place undue reliance on such statements, which speak only as of the date of this annualAnnual report.Report on Form 10-K. It is impossible for us to predict new events or circumstances that may arise in the future or how they may affect us. Unless otherwise required by law, we undertake no obligation to update forward looking statements to reflect events or circumstances occurring after the date of this annual report.

Aeries Technology is a global providerprofessional of professional. management,services and technology consulting servicesfirm that provides specialized expertise to private equity firms’ portfolio companies ofand privatemiddle-market, equity firmstechnology-enabled enterprises. We focus on the strategic planning, establishment, and middle-market companies, specializing in the design, set-up and andoperational management of Global Capability Centers (“GCCs”) for, which serve as offshore and nearshore operational hubs that extend and enhance our clients.clients’ business capabilities. Our offeringsservice areportfolio designedcombines toindustry-specific provide a mix of deep vertical specialty,expertise, functional expertise,depth, and digital systemstechnology and solutions offeringto end-to-enddeliver coveragecomprehensive forsupport throughout the entire GCC lifecyclejourney, from strategic planning and center establishment to scale,continuous optimizeoperational andoversight. transform a client’s business operations. By leveragingintegrating artificial intelligence (“AI”), implementing process improvements,optimization, and recruitingstrategic talent acquisition in cost-effectivecost-advantaged geographies, regions, we are positioned to deliver significant cost savings tohelp our clients.clients Withsignificantly overreduce costs. Drawing on more than a decade of industry experience, we are committed to delivering transformativedeliver business solutions that driveimprove operational efficiency,effectiveness, drive innovation, and accelerate strategic growth, tocreating positively impactmeasurable value creation for our clients.

Our solutions areapproach purpose-builtis specifically engineered to helpenable clients unlockto realize tangible business valuebenefits—enhancingaccelerating revenue growthexpansion through acceleratedenhanced innovation capabilities and improved superior customer experience,experiences, while alsosimultaneously drivingimproving operatingoperational efficiency throughvia optimizedstreamlined cost structures and scalable delivery.service Aeries-builtdelivery models. GCCs developed by Aeries serve as strategic enablement platforms throughthat whichhelp clients can adoptintegrate and embeduse the latestadvanced technologies, including artificial intelligence,AI, advanced analytics, and modern enterprise toolssystems and practices.methodologies. Clients maintainretain comprehensive strategic oversightcontrol and operational control,governance, withand thethey flexibility tocan adaptadjust GCC ownership structuresframeworks as businessorganizational needsrequirements evolve.change. Through ourOur integrated model,service delivery model positions Aeries enables organizations to movedrive faster, serveorganizational customerschange, better,helping enterprises speed up decision-making, improve customer service, and build long-termsustainable enterprisecompetitive value.advantages.

We support and drivehelp our clients’clients globalexpand growthglobally by providing a range of services, including professional advisory services and operations management services,services to buildestablish and manage GCCs in suitablestrategically andselected, cost-effective geographic locations basedthat onalign clientwith businesstheir needs.operational Withrequirements. aEmphasizing focus towards digital enterprise enablement,transformation, these GCCs are designedarchitected to actfunction as seamlessintegrated extensions of the client organization,organizations, providingdelivering access to top-tier resources.exceptional talent and specialized capabilities. We believe this empowersmodel helps our clients to remainmaintain competitive and nimblepositioning and toorganizational agility, achieve their goals of enduringsustainable cost efficiencies, optimization, operational excellence, and valuevalue-creation creation,objectives, all without sacrificingcompromising functional controlauthority andor operational flexibility.

A key aspectcore part of our service isoffering our focusfocuses on AI and digital transformation. WeThe aimCompany has developed A1 GCC, a proprietary technology platform engineered to leveragefacilitate cutting-edgethe technologies,planning, includingexecution, AI,and tooperational drive innovationmanagement of GCC initiatives. With advanced automation, data analytics, and the integration of artificial intelligence, we innovate and streamline operations. Our technology services are designed to enhanceimprove decision-making, automate processes,operational workflows, and deliver significant measurable business value.impact. We believe this approach throughtechnology-enabled GCC set-upapproach improvesenhances operational efficiencies,effectiveness, enabling us to deliverprovide digital transformation services that align withsupport our clients’ growth strategiesobjectives and supportstrengthen their competitivenesscompetitive positioning in ana rapidly evolving digital landscape. marketplace.

Our clients also useleverage our services tofor manage theircomprehensive organizational operations,operations includingmanagement, encompassing application engineering, information technology,technology systems, data analytics, analytics and business intelligence, cybersecurity, finance,finance and accounting, human resources, and customer service and operations. We hire appropriate talentrecruit and personnelemploy qualified professionals, place them on our payroll forpayroll, deploymentand ondeploy them strategically across client operations. We work closely with our clients collaboratively to selectidentify the appropriatebest candidates and create functional alignmentintegrate with thetheir clients’organizational organizations.structures. While ourOur talent becomesprofessionals anserve extensionas operational extensions of ourclient clients’teams, team,and Aeries continuesretains to provide them with the opportunityresponsibility for promotion,career development, recognition programs, and careeradvancement path progression,opportunities, which we believe resultscontribute into higherstronger employee satisfaction engagement and lower voluntary attrition rates.turnover. We manageoversee theregulatory regulatory,compliance, tax,tax recruiting,administration, talent acquisition, human resources compliancemanagement, and brandingbrand alignment for each ofGCC ourwe GCCs.establish.

Our business model aimsis designed to createbuild a more flexibleagile, cost-efficient talent deployment framework for client operations and cost-effectiveto talentpromote pool for deployment on clients’ operations, while fostering innovation through strategic alignment at seniorthe levelsexecutive level and visibilitycomprehensive acrossorganizational thevisibility. organization. TheThis model also aims to insulate ourprovides clients from with protection against regulatory and tax issuescomplexities andwhile providesoffering operational flexibility into scalingscale teams upin orresponse downto based on their changingevolving business needs.demands. We areuse committed toproven delivering best practicesmethodologies and success factorsframeworks, bydrawing leveragingon ourinsights visibility intofrom successful strategiesengagements fromacross multiple companies,client addressing manyorganizations, ofto address the deficienciesfundamental associatedlimitations with theof traditional outsourcing and offshoring models.approaches.

The markets that we currently operate in are North America and Asia Pacific, but ourOur primary market focus iscenters on North America, especiallyparticularly within the private equity ecosystem and the mid-market enterprises.enterprise segments.

Currently, the Company is liable to pay income tax in India, Mexico, Singapore, and the United States. In India, the Company hascalculates chosen to pay taxes according to the newly introduced tax regime in 2019 while forgoing some exemptions and deductions. Consequently, the Company calculates its consolidated provision for income taxes based on the asset and liability method. This involves determining deferred tax assets and liabilities based on temporary differences between the consolidated financial statements and income tax bases of assets and liabilities. These deferred tax assets and liabilities are measured using the enacted tax rates that are expected to apply to taxable income in the year in which these temporary differences are anticipated to be settled or recovered. If there is evidence that indicates some portion or all of the recorded deferred tax assets will not be realized in future periods, the deferred tax assets are recorded net of a valuation allowance. The Company evaluates uncertain tax positions to determine if they are likely to be sustained upon examination, and a liability is recorded when such uncertainties fail to meet the “more likely than not” threshold.

We regularly evaluate our variable and fixed-rate debt obligations. We have historically used short and long-term debt to finance our working capital requirements, capital expenditures and other investments. InAs Mayof 2023,March Aeries31, amended2026, itsthe Company had a revolving credit facility (“Amended Creditwith Facility”),Kotak wherebyMahindra theBank totalof borrowingINR capacity was increased to $3.7320 million (or approximately $3.4 million at the exchange rate in effect on March 31, 2025 2026), with Kotak Mahindra Bank.. The revolving facility is available for Aeries’ operational requirements. 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 0.8% and 0.80% as of March 31, 2025 2026 and March 31, 2024,2025, respectively. Aeries is required to pay interest on the outstanding balance of the credit facility at this financing cost basis, calculated based on the actual number of days for which the funds are utilized. Any changes in the prevailing MCLR ratesRepo rate and the interest rate charged by the bank will affect the financing cost basis and the overall cost of borrowing.

Aeries also has an outstanding unsecured loan from director of Aeries Technology Group Business Accelerators Pvt Ltd.,Ltd. (“ATGBA” or “ATG”), Mr. Vaibhav Rao, amounting to $0.8$0.7 million at an interest rate of 10%12% per annum. The principal amount of the loan was outstanding in entirety as of and for the years ended March 31, 20252026 and March 31, 2024.2025.

For the year ended March 31, 2025,2026, our revenue on a consolidated basis decreased by $2.3$0.18 millionmillion, or 3%,0%, to $70.2$70.01 million from $72.5$70.20 million for the year ended March 31, 2024.2025. We experienced a revenue decreasereduction of $21.3$20.23 million relateddue to the ramp-down of existing client engagements and the completion or closure of certain consulting projectsprojects. andThis ramp-downsdecline inwas some of our existing client engagements. These declines werepartially offset by an $18.46 million increase in revenue of $19.0 million, related to the addition of new clientsclient additions and increase inhigher business volumes from existing clients.clients, along with $1.95 million of one-time revenue related to buy-out fees.

For the year ended March 31, 2025,2026, our cost of revenue increaseddecreased by $2.6$0.76 millionmillion, or 5%,1%, to $53.5$52.72 million from $50.9$53.48 million for the year ended March 31, 2024.2025. The primaryreduction driverswas ofprimarily thedriven increase includedby a $6.9$0.98 million increasedecrease in employee compensation and benefits, including bonuses and a $1.0 million increase in administrative cost and rent. These cost increases were offset by a $4.4$0.85 million decrease in costdepreciation, relatedrepairs toand maintenance expenses, fees paid to external consultants and $0.8 decreasereduction in costsgeneral relatedinsurance. toThese legalreductions were partially offset by a $1.07 million increase in rent, recruitment expenses, and professionalother fees.administrative costs associated with new client acquisitions.

For the year ended March 31, 2025,2026, our gross profit decreasedincreased by $4.9$0.58 millionmillion, or 23%,3%, compared to the year ended March 31, 2024.2025. The lowerhigher gross profit was primarily due toslightly decline inlower revenue of $2.3$0.18 millionmillion, andas increasecompared to a significant decrease of $2.6$0.76 million in cost of revenuerevenues, mainly duedriven toby thelower increasedemployee compensation costs and benefits which is offset by decrease in cost related to fees to external consultants and legal and professional fees.costs.

For the year ended March 31, 2025,2026, our gross profit margin decreasedincreased by 600100 basis points compared to the year ended March 31, 2024.2025. The decreasemargin improvement was primarilysupported attributedby toa decreasereduction in businesscost fromof therevenues, project-based consulting business, which typically yield higher marginsmainly due to billinglower beingemployee basedcompensation on fixed hourly rates.costs.

Selling, general and administrative expenses increaseddecreased by $26.8$32.71 million, or 144%72% to $45.5$12.78 million for the year ended March 31, 2025,2026, compared to $18.7$45.49 million for the year ended March 31, 2024.2025. This significant increasedecrease was primarily driven by a $11.1$12.45 million increasedecrease in stock-based compensation related expense, incremental$7.62 bad-debtsmillion recordeddecrease byin the companywrite-off of $9.1accounts million,receivable, $1.7$4.91 million decrease in professional fees, $4.26 million on account of higher expected credit loss provisioning in the comparative period, $1.69 million reduction in impairment loss recorded on software and computer equipment and intangible asset under development, a $1.0 million increasereduction in legalemployee andbenefits professionalcosts charges,of a $1.2$1.00 million incremental provisions for expected credit loss on customer receivables and a $1.3$0.78 million increasedecrease due to director fees andin rates and taxes. Additionally, employee compensationtaxes and benefitsother increased by $2.2 million due to increased hiring, resulting in increased personnel related costs, and traveladministrative expenses.

The income tax benefitexpense for the year ended March 31, 20252026 was $1.0$1.99 million, representing a $2.9$3.06 million or 157%286% improvement decrease compared to the income tax expensebenefit of $1.9$1.07 million for the year ended March 31, 2024.2025. TheFor improvementthe was primarily due to significant increase in recognition of deferred tax benefit on losses in certain subsidiaries having a lower jurisdictional tax rates along with a reduction in taxable income resulting in lower current tax, provision for vendor expenses on a higher side for year ended March 31, 2025.2026, the effective tax rate of 36.4% increased primarily due to the non-recognition of deferred tax benefits on losses incurred in certain lower-tax jurisdictions. In contrast, during the year ended March 31, 2025 where the effective tax rate was 4.7%, such benefits were recognized, resulting in a comparatively lower effective tax rate.

We define Adjusted EBITDA as net income from operations(loss) before interest, income taxes, depreciation and amortization, further adjusted to exclude stock-based compensation, business combination-related costs, impairment, severance pay and changes in fair value of derivative liabilities. Adjusted EBITDA is a key performance indicator that we use to evaluate our operating performance and in making financial, operating, and planning decisions.

We believe these non-GAAP measures are useful insight to investors by offering a clearer view of Aeries’ operating performance. This information has been used by our management for internal reporting and planning procedures, including aspects of our consolidated operating budget and capital expenditures.expenditure planning.

The following table provides a reconciliation from net income / (loss) / income (US GAAP measure) to Adjusted EBITDA, and Adjusted EBITDA margin for the year ended March 31, 2025,2026, and 20242025 (in thousands):

Some of the limitations of Adjusted EBITDA and Adjusted EBITDA margin include: each of these measures does not reflect (i) our cash expenditures or future requirements for capital expenditures or contractual commitments or foreign exchange gain/loss; (ii) changes in, or cash requirements for, working capital; (iii) significant interest expense or the cash requirements necessary to service interest or principal payments on our outstanding debt; (iv) payments made or future requirements for income taxes; (v) cash requirements for future replacement or payment in depreciated or amortized assets; (vi) stock based compensation costs, (vii) severance pay, (viii) Business Combination and M&A transaction related costs, which represent non-recurring legal, professional, personnel and other fees and expenses incurred in connection with potential mergers and acquisitions related activities for the year ended March 31, 2025,2026, and Business Combination related costs for the year ended related March 31, 2024,2025, and (ix) change in fair value of derivative liabilities and FPA put option liabilities.

TheManagement’s Company’s abilityplans to continueaddress asthese achallenges going concern is dependent upon, among other things, successfully executing its mitigation plan, which includesinclude (i) raising additional funds fromthrough existing or new credit facilities, (ii) raising equity or equity linkedequity-linked capital, (iii) restructuring current liabilities into equity or long-term obligations, (iv) further negotiating for waivers from vendors, and (ivv) further reducing non-core expenses with a renewed focus on organic growth in the core geography we historically operate in, which is North America. The Company is hopeful of accomplishing its objectives through these measures in the anticipated time frame and also expects that the funds available through the above-mentioned arrangements will be sufficient to alleviate the doubts about the Company’s ability to continue as a going concern. However, thereThere is no guarantee of the success ofthat these efforts.measures will be successful or that additional funding will be available on acceptable terms. Any future equity financing could significantly dilute existing shareholders’ ownership.

Operating Activities - There is a $3.3$7.78 million decreaseincrease in net cash usedprovided inby operating activities for the year ended March 31, 20252026 as compared to the year ended March 31, 2024.2025. The overall decreaseincrease wasis primarily attributable to adjustments related to change in fair value of derivative warrant liabilities, FPA put option liability, stock-based compensation expense, sundry balances written off, provision for expected credit loss and gain on settlement of forward purchase agreement put option liability by $31.9 million and by a $10.2 million increase in cash flow from better working capital management. This decrease is partially offset by an increase in net losscash profitability by $38.9$6.57 million and improvement in working capital requirements of $1.21 million.

Investing Activities - Net cash used in investing activities during the year ended March 31, 20252026 was $0.9$1.42 million, of which $1.5$1.11 million was used for the purchase of property and equipmentequipment, and$0.13 $1.4million loans was issued to affiliates, $0.61 million was usedplaced foras thefixed issuancedeposit ofwith loansbanks toand affiliates,$0.01 million investment in wholly owned subsidiary. The outflows were offset by $1.8inflow from property and equipment of $0.09 million generated$0.11 from loanmillion repayments received from loans to affiliates and $0.2$0.25 million receivedproceeds from salematurities of propertyfixed anddeposits equipment.placed with banks.

Net cash used in investing activities during the year ended March 31, 2024,2025 was $1.7$0.9 million, of which $1.5 million was used for the purchase of property and equipment and $2.3$1.4 million was used for the issuance of loans to affiliates, offset by $2.1$1.8 million generated from loan repayments received from affiliates.affiliates and $0.2 million received from sale of property and equipment.

Financing Activities - Net cash providedused byin financing activities during the year ended March 31, 20252026 was $2.4$3.02 million, primarily from proceeds of the PIPE transaction of $4.7 million, and proceeds from long-term debt of $1.5 million; offset by thenet repayment of longshort-term term debtborrowings of $1.8 million and short-term debt of $0.4$1.83 million, payments for purchase of treasury shares of $0.7$0.58 million.,million, payment of insurance financing liability of $0.5$0.16 millionmillion, andrepayment of long-term debt of $0.13 million, payment of finance lease obligation of $0.3$0.18 million, payment of FPA liabilities of $0.10 million and payment of deferred transaction costs of $0.04 million.

Net cash provided by financing activities during the year ended March 31, 2024,2025 was $7.1$2.4 million, primarily from proceeds fromof the BusinessPIPE Combinationtransaction of $8.7$4.7 million, the net proceeds from short-term debt of $2.6 million and proceeds from long-term debt of $0.9$1.5 million; offset by the repayment of long-termlong term debt of $1.8 million and short-term debt of $0.4 million, paymentpayments for purchase of deferredtreasury transaction costsshares of $2.3 million, payment of promissory note liability of $1.5$0.7 million, payment of insurance financing liability of $0.4$0.5 million and payment of finance lease obligation of $0.4$0.3 million.

The following is a summary of the basis of preparation and significant accounting policies which have been applied in the preparation of the accompanying consolidated financial statements. The accounting policies have been applied consistently in preparation of these consolidated financial statements. A full description of significant accounting policies is provided in our consolidated carve-out financial statements for the fiscal years ended March 31, 20252026 and 2024.2025.

On November 3, 2023 and November 5, 2023, WWAC entered into Forward Purchase Agreements (the “FPAs”) with Sandia Investment Management LP (“Sandia”), Sea Otter Trading, LLC, YA II PN, Ltd and Meteora Capital Partners, LP (“Meteora” and collectively, the “FPA holders”)holders. for an OTC Equity Prepaid Forward Transaction.The Subscription Agreements (the “Subscription Agreements”) were 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 maturity consideration for the FPA became due. Consequently, the Company reached an agreement with one of its FPA holders,holders. 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 2024.2024, settling its maturity consideration liability with Meteora. 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.

In December 2023, the Company settled vendor balances amounting to $0.9 million owed to certain vendors by issuing 361,338 Class A ordinary shares. If the VWAP of the Class A ordinary shares over the three trading days immediately preceding the agreement date is higher than the VWAP over the three trading days immediately preceding the six-month anniversary from the agreement date, additional Class A ordinary shares of the Company would need to be issued for the difference. This represents a derivative financial instrument written by the Company which has been accounted for in accordance with the guidance contained in ASC 815-40 including subsequent re-measurement at fair value with the changes being recognized in Company’s condensed consolidated statement of operations.

Except for the warrants and FPAFPAs as described above, the fair value of the Company’s assets and liabilities, which qualify as financial instruments under the Financial Accounting Standards Board (the “FASB”) ASC 820, “Fair Value Measurements and Disclosures,” approximates the carrying amounts represented in the consolidated balance sheets.

Redeemable noncontrolling interest represents the portion of equity in a subsidiary that is not attributable, directly or indirectly, to the Company. Such redeemable noncontrolling interest include exchange agreements with a call and a put option where the minority interest investors’ respective ordinary shares in AARK and ATG will be exchanged for Class A ordinary shares based on the exchange ratio as set out in the Exchange agreements. The exchange is subject to certain exchange conditions and cash redemption features which are outside of the Company’s control. The redeemable noncontrolling interest has initially been measured at the proportionate share in the net assets of the subsidiaries in accordance with ASC 805-40-30-3. Subsequently, the carrying value is adjusted with an allocation of the subsidiaries’ earnings based on ownership interest. Noncontrolling interest that has redemption features outside the Company’s control is accounted for as redeemable noncontrolling interest and is recorded as mezzanine equity and is reported between liabilities and shareholders’ equity / (deficit) in the consolidated balance sheets.

PriorUnder to the Company’s adoption of ASU 2016-13, Topic 326 Financial Instruments – Credit Losses (“Topic 326”), the accounts receivable balance was reduced by an allowance for doubtful accounts that was determined based on the Company’s assessment of the collectability of customer accounts. UnderASC Topic 326, accounts receivable are recorded at the invoiced amount, net of allowance for credit losses. The Company regularly reviews the adequacy of the allowance for credit losses based on a combination of factors. In establishing any required allowance, management considers historical losses adjusted for current market conditions, the current receivables aging, current payment terms and expectations of forward-looking loss estimates. Allowance for credit losses was $1.3 million as of March 31, 2026 and $3.6 million as of March 31, 2025 and $1.2 million as of March 31, 2024,2025, and is classified within “Accounts Receivable, net” in the consolidated balance sheets.

The Company capitalizes certain costs related to internal use software acquired, modified, or developed related to the Company’s platform. These capitalized costs are primarily related to salaries and other personnel costs. Costs incurred in the preliminary stages of development are expensed as incurred. Once the application development stage has been reached, internal and external costs, if direct and incremental, are capitalized until the software is substantially complete and ready for its intended use. Capitalization ceases upon completion of all substantial testing. Maintenance and training costs are expensed as incurred. The Company charged impairment loss of Nil and $1.7 million and $0 during the years ended March 31, 20252026 and 20242025 in “Selling, general and administrative expenses” on the consolidated statements of operations. Refer to Note 2 - Summary of Significant Accounting Policies to the consolidated financial statements included in this Annual Report for additional information regarding this policy.

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 cost of providing benefits under this plan is determined based on actuarial valuation at each year end. Actuarial valuation is carried out for gratuity using the projected unit credit method. The Company reviews its assumptions on an annual basis and makes modifications to the assumptions based on current rates and trends when it is appropriate to do so. Refer to Note 2 - Summary of Significant Accounting Policies to the consolidated financial statements included in this Annual Report for additional information regarding this policy.

We have identified conditions and events that raise substantial doubt about our ability to continue as a going concern, including obligations under Forwardthe Purchase Agreements (“FPAs”) and the termination of a significant customer contract.

In connection with the Company’s assessment of going concern considerations, management has identified conditions that raise substantial doubt about the Company’s ability to continue as a going concern. As of DecemberJune 31,30, 2025,2026, the Company had a cash balance of $2.6$6.1 million with a net operating cash inflow of $4.76$4.82 million for the ninethree months ended DecemberJune 31,30, 2025.2026. The Company reported a net profit of $3.56$2.21 million for this period.

As of DecemberJune 31,30, 2025,2026, the Company had a working capital deficit of $7.12$4.43 millionmillion, primarily due to current liabilities related to the FPAs of $4.09$4.07 million,million (as defined below), short term borrowings of $3.08$3.28 million,million and certainremaining businessdue combinationto relatedother payablecurrent balances.liabilities such as accrued compensation benefits and other accruals.

These FPAs (as defined below) 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. As of theJune date30, of this Form 10-Q report,2026, the remaining balance owed to the FPA holders (as defined below) is approximately $4.09$4.07 million. The maturity consideration may be settled either in cash or equity at the option of the FPA holders. We do not have sufficient cash from operations or cash reserves to pay the maturity consideration in cash. 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.

Management’s plans to address these challenges include (i) raising additional funds through 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 (ivv) further reducing non-core expenses with a renewed focus on organic growth in the core geography we historically operate in, which is North America. There is no guarantee that these measures will be successful or that additional funding will be available on acceptable terms. Any future equity financing could significantly dilute existing shareholders’ ownership. Our future profitability depends on our ability to generate revenue in excess of our expenses, including costs relating to the maintenance of our business and debt service requirements. The Company is hopeful of accomplishing its objectives through these measures in the anticipated time frame and also expects that the funds available through the above-mentioned arrangements will be sufficient to alleviate the doubts about the Company’s ability to continue as a going concern. However, there is no guarantee of the success of these efforts.

We may be required to make a cash payment of approximately $4.09$4.07 million or issue certain additional Class A ordinary shares to the investors with whom we entered into FPAsForward Purchase Agreements in connection with the closing of the Business Combination, which would reduce the amount of cash available to us to fund our operations or dilute the percentage ownership held by the investorsinvestors.

If we are required to satisfy our obligations under the FPA with cash payments to the FPA holders, as we are with respect to Sandia pursuant to Amendment No.2No. which requires an initial amortization payment of $0.1 million on March 31,20262 and monthlySea amortizationOtter paymentspursuant ofto $75,000the startingSea inOtter AprilLetter 2026,Agreement, the amount of cash on hand to fund our operations would be reduced accordingly, which could adversely affect our ability to make necessary investments, and, therefore, could affect our results of operations. If we are required to issue additional Class A ordinary shares in respect of the FPA Shares, as we were required to pursuant to the Letter Agreement with Sandia, the ownership percentage held by our current shareholders will be diluted.

There can be no assurance that we will be able to complymaintain compliance with the continued listing standards of Nasdaq, and if we fail to maintain compliance with the continued listing requirements of Nasdaq, our Class A ordinary shares could be delisted, negatively impacting their price, liquidity, and our ability to access the capital markets.

If we do not regainmaintain compliance with the Bid Price Rule and maintain compliance with other rules for continued listing on the Nasdaq, our securities may be delisted. If our securities were delisted from the Nasdaq Capital Market, it could, among other things, lead to a number of negative implications, including reduced liquidity in our commonClass stock,A ordinary shares, the loss of federal preemption of state securities laws and greater difficulty in obtaining financing.

In addition to historical information, the following discussion contains forward-looking statements, including, but not limited to, statements regarding our expectations for future performance, liquidity and capital resources that involve risks, uncertainties and assumptions that could cause actual results to differ materially from our expectations. Our actual results may differ materially from those contained in or implied by any forward-looking statements. Factors that could cause such differences include those identified below and those described under “Risk Factors” and “Cautionary Note Regarding Forward-Looking Statements,” discussed in this quarterly report and our Annual Report on Form 10-K for the fiscal year ended March 31, 2025.2026. You should consider these factors carefully in evaluating forward-looking statements and are cautioned not to place undue reliance on such statements, which speak only as of the date of this quarterlyAnnual report.Report on Form 10-K. It is impossible for us to predict new events or circumstances that may arise in the future or how they may affect us. Unless otherwise required by law, we undertake no obligation to update forward looking statements to reflect events or circumstances occurring after the date of this quarterlyannual report.

Unless the context otherwise requires, references in this section to “we,” “us,” “our,” “Aeries,” “Aeries Technology,” and “the Company” refer to the business and operations of AARK and its consolidated subsidiaries prior to the Business Combination (excluding the associated legacy financial technology and investing business activities) and to Aeries Technology, Inc. and its consolidated subsidiaries.subsidiaries, following the consummation of the Business Combination.

Our solutionsapproach areis purpose-builtspecifically engineered to helpenable clients unlockto realize tangible business valuebenefits—enhancingaccelerating revenue growthexpansion through acceleratedenhanced innovation capabilities and improvedsuperior customer experience,experiences, while alsosimultaneously drivingimproving operatingoperational efficiency throughvia optimizedstreamlined cost structures and scalable delivery.service Aeries-builtdelivery models. GCCs developed by Aeries serve as strategic enablement platforms throughthat whichhelp clients can adoptintegrate and embeduse the latestadvanced technologies, including artificial intelligence,AI, advanced analytics, and modern enterprise toolssystems and practices.methodologies. Clients maintainretain comprehensive strategic oversightcontrol and operational control,governance, withand thethey flexibilitycan to adaptadjust GCC ownership structuresframeworks as businessorganizational needsrequirements evolve.change. Through ourOur integrated model,service delivery model positions Aeries enables organizations to movedrive faster,organizational servechange, customershelping better,enterprises speed up decision-making, improve customer service, and build long-termsustainable enterprisecompetitive value.advantages.

We support and drivehelp our clients’clients globalexpand growthglobally by providing a range of services, including professional advisory services and operations management services,services to buildestablish and manage GCCs in suitablestrategically andselected, cost-effective geographic locations basedthat onalign clientwith businesstheir needs.operational Withrequirements. a focus towardsEmphasizing digital enterprise enablement,transformation, these GCCs are designedarchitected to actfunction as seamlessintegrated extensions of the client organization,organizations, providingdelivering access to top-tiertalent resources.and specialized capabilities. We believe this empowersmodel helps our clients to remainmaintain competitive and nimblepositioning and toorganizational agility, achieve their goals of enduringsustainable cost efficiencies,optimization, operational excellence, and valuevalue-creation creation,objectives, all without sacrificingcompromising functional controlauthority andor operational flexibility.

A keycore aspectpart of our service isoffering our focusfocuses on AI and digital transformation. WeThe aimCompany has developed A1 GCC, a proprietary technology platform engineered to leveragefacilitate cutting-edgethe technologies,planning, includingexecution, AI,and tooperational drivemanagement innovationof GCC initiatives. With advanced automation, data analytics, and the integration of artificial intelligence, we can innovate and streamline operations. Our technology services are designed to enhanceimprove decision-making, automate processes,operational workflows, and deliver significantmeasurable business value.impact. We believe this approach throughtechnology-enabled GCC set-upapproach improvesenhances operational efficiencies,effectiveness, enabling us to deliverprovide digital transformation services that align withsupport our clients’ growth strategiesobjectives and supportstrengthen their competitivenesscompetitive positioning in ana rapidly evolving digital landscape.marketplace.

Our clients also useleverage our services tofor manage theircomprehensive organizational operations,operations includingmanagement, encompassing application engineering, information technology,technology systems, data analytics,analytics and business intelligence, cybersecurity, finance,finance and accounting, human resources, and customer service and operations. We hire appropriate talentrecruit and personnelemploy qualified professionals, place them on our payrollpayroll, forand deploymentdeploy onthem strategically across client operations. We work closely with our clients collaboratively to selectidentify the appropriatebest candidates and create functional alignmentintegrate with thetheir clients’organizational organizations.structures. While ourOur talent becomesprofessionals anserve extensionas operational extensions of ourclient clients’teams, team,and Aeries continuesretains to provide them with the opportunityresponsibility for promotion,career development, recognition programs, and careeradvancement path progression,opportunities, which we believe resultscontribute into higherstronger employee satisfactionengagement and lower voluntary attrition rates.turnover. We manageoversee theregulatory regulatory,compliance, tax,tax recruiting,administration, talent acquisition, human resources compliancemanagement, and brandingbrand alignment for each ofGCC ourwe GCCs.establish.

Our business model aimsis designed to createbuild a more flexibleagile, cost-efficient talent deployment framework for client operations and cost-effectiveto talent pool for deployment on clients’ operations, while fosteringpromote innovation through strategic alignment at seniorthe levelsexecutive level and visibilitycomprehensive acrossorganizational thevisibility. organization. TheThis model also aims to insulate ourhelps clients fromnavigate regulatory and tax issuescomplexities andwhile providesoffering operational flexibility into scalingscale teams upin orresponse downto based on their changingevolving business needs.demands. We areuse committedproven to delivering best practicesmethodologies and success factorsframeworks, bydrawing leveragingon ourinsights visibility intofrom successful strategiesengagements fromacross multiple companies,client addressingorganizations, manyto ofaddress the deficienciesfundamental associatedlimitations with theof traditional outsourcing and offshoring models.approaches.

As of DecemberJune 31,30, 2025,2026, Aeries had more than 30 clients spanning across industry segments, including companies in the industries of e-commerce, telecom, security, healthcare, engineering and others.

The markets that we currently operate in are North America and Asia Pacific, but ourOur primary market focus iscenters on North America, especiallyparticularly within the private equity ecosystem and the mid-market enterprises.enterprise segments.

Our operational performance is influenced by prevailing economic conditions, including macroeconomic conditions, the overall inflationary climate, and business sentiment. During the three and nine monthsyear ended DecemberMarch 31, 2025,2026, there was persistent economic and geopolitical uncertainty in many markets around the world, including concerns over wage inflation, the potential of decelerating global economic growth, tariff war and increased volatility in foreign currency exchange rates. These factors have impacted and may continue to impact our business operations.

We regularly evaluate our variable and fixed-rate debt obligations. We have historically used short and long-term debt to finance our working capital requirements, capital expenditures and other investments. As of DecemberJune 31,30, 2025,2026, the Company had a revolving credit facility with Kotak Mahindra Bank of INR 320 million (or approximately $3.56 million$3,383 at the exchange rate in effect on DecemberJune 31,30, 20252026). The revolving facility is available for Aeries’ operational requirements.requirements 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 DecemberJune 31,30, 20252026 and March 31, 2025,2026, respectively. Aeries is required to pay interest on the outstanding balance of the credit facility at this financing cost basis, calculated based on the actual number of days for which the funds are utilized. Any changes in the prevailing Repo rate and the interest rate charged by the bank will affect the financing cost basis and the overall cost of borrowing.

Aeries also has an outstanding unsecured loan from director of Aeries Technology Group Business Accelerators Pvt Ltd. (“ATGBA”),Ltd., Mr. Vaibhav Rao, amounting to $0.8$0.7 million at an interest rate of 12% per annum. The principal amount of the loan was outstanding in entirety as of and for the period ended DecemberJune 31,30, 20252026 and 2024,2025, and year ended March 31, 2025.2026.

On December 7, 2022, the Company entered into a vehicle loan, secured by the vehicle, for INR 11.5 million (or approximately $0.13$0.1 million at the exchange rate in effect on DecemberJune 31,30, 20252026) at 10.75% from Mercedes-Benz Financial Services India Pvt. Ltd. The Company is required to repay the loan in 48 monthly instalments beginning January 4, 2023.

On August 2, 2024, the Company entered into a vehicle loan, secured by the vehicle, for INR 8.2 million (or approximately $0.09$0.1 million at the exchange rate in effect on DecemberJune 31,30, 20252026) at 10.25% from Mercedes-Benz Financial Services India Pvt. Ltd. The Company is required to repay the loan in 48 monthly instalments beginning September 4, 2024.

Comparison of the Three Months Ended DecemberJune 31,30, 20252026 and 20242025

The following table presents selected financial data for the three months ended DecemberJune 31,30, 2025,2026, and 20242025 (in thousands, except percentages):

For the three months ended DecemberJune 31,30, 2025,2026, our revenue on a consolidated basis decreasedincreased by $0.15$6.59 million or 1%,43%, to $17.46$21.92 million from $17.61$15.33 million for the three months ended DecemberJune 31,30, 2024.2025. ThisWe changeexperienced an increase in revenue wasof primarily driven by a $1.32$7.66 million increase attributabledue to new client additions and higher strengthenedbusiness demand for our servicesvolumes from our existing clients andalong awith $4.79$2.70 million increaseof inone- revenuestime generatedrevenue fromrelated newto clientsbuy- acquisitions.out Thisfees. increaseThese wasincreases were partially offset by a $6.26$3.77 million declinerelated in revenue from theto ramp-down of ourin existing client engagements and the completion orand closure of selectcertain consulting projects.

For the three months ended DecemberJune 31,30, 2025,2026, our cost of revenue increased by $0.55$3.99 million or 4%,35%, to $14.12$15.54 million from $13.57$11.55 million for the three months ended DecemberJune 31,30, 2024.2025. The primary drivers for the increase included a $0.37 million increase on account of rent and recruitment expenses, $0.23$3.21 million increase in employee compensation and benefitsbenefits, on account of new client acquired and $0.12$0.34 million increase onin accountlegal ofand feesprofessional paidcharges, to$0.21 externalmillion consultants,increase in staff welfare expenses, $0.18 million increase in rent expenses and $0.05 million increase in travelling expenses and communication charges and computer expenses. These costs increase were offset by a $0.17 million decrease in depreciation.charges.

For the three months ended DecemberJune 31,30, 2025,2026, our gross profit decreasedincreased by $0.70$2.60 million or 17%,69%, compared to the three months ended DecemberJune 31,30, 2024.2025. The lowerhigher gross profit was primarily driven by a $0.15$6.59 million decreaseincrease in revenue, alongoffset withby ana $3.99 million increase in cost of revenue of $0.55 million mainly due to the increasedincrease rent,in recruitment expense,employee compensation costs and other expensesexpense associated with fulfilling ourcustomer contracts with customers.contracts.

GrossFor profit margin forthe three months ended DecemberJune 31,30, 20252026, decreasedour gross profit margin increased by 390445 basis points compared to the three months ended DecemberJune 31,30, 2024.2025. The decrease in Margin is primarily due to increase in costGross ofProfit revenueMargin was primarily driven by increasedthe rent,recognition recruitmentof expenses$2.7 andmillion employeein compensationone-time costs.termination fees, which contributed to higher gross profit margin.

SellingSelling, general, and administrative expenses decreasedincreased by $6.63$0.06 million, or 72%,2%, to $2.57$3.02 million for the three months ended DecemberJune 31,30, 2025,2026, compared to $9.20$2.96 million for the threesame monthsperiod endedin December 31, 2024.2025. This significant decreaseincrease was primarily driven by $3.17$0.71 million reductionincrease in expectedstock-based creditcompensation lossexpenses. provisioningThis duringincrease thewas currentpartially period,offset lower employee benefits costs of $0.95 million, andby a $2.51$0.54 million decrease in professionalemployee benefit expense, and a $0.11 million decrease in rates and taxes and other administrative expenses.expense.

TotalNet other income (expense), net, was $1.47$0.27 million for the ninethree months ended DecemberJune 31,30, 2025,2026 compared to $7.04net income of $1.19 million for the ninethree months ended DecemberJune 31,30, 2024,2025, a decrease of $5.57$1.46 million, million or 79%.123%. The decline of $6.90$1.28 million in income is attributed to a change in the fair value of the forward purchase agreementFPA put option liability and warrant liabilities liabilities.and $0.46 million decreased due to foreign exchange loss. The above is offset by an increase of $1.18$0.23 million on account of write-backwrite back of sundrypromissory balancesnote and reductiondecrease of $0.05 million in interest expense by $0.17 million during the current period.expense.