Exhibit 99.1 Aeries Technology, Inc. Reports Results for the Full Fiscal Year 2025 Beats Core Adjusted EBITDA Guidance, North America Revenue Up 15% Year-Over-Year. NEW YORK, July 02, 2025 - Aeries Technology, Inc. ("Aeries" or "the Company") (Nasdaq: AERT), a global leader in AI-enabled value creation, business transformation, and Global Capability Center (GCC) delivery for private equity (PE) portfolio companies, today announced financial results for the fiscal year ended March 31, 2025. As previously com ...

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q (MARK ONE) ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended June 30, 2025 ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from __________ to __________ Commission file number: 001-40920 Aeries Technology, Inc. (Exact Name of Registrant as Specified in Its Charter) | Cayman Islands | 98-15 ...

PART I [Business](index=6&type=section&id=Item%201.%20Business) Aeries Technology provides global professional and technology consulting, specializing in Global Capability Centers (GCCs) for private equity and mid-market firms, focusing on AI-driven efficiency and strategic growth despite intense competition and client concentration - Aeries specializes in providing Global Capability Center (GCC) services, designed as seamless extensions of a client's organization, offering cost savings, operational control, and access to global talent[22](index=22&type=chunk)[23](index=23&type=chunk)[24](index=24&type=chunk) - The company's growth strategy focuses on expanding within the private equity ecosystem, cross-selling advanced technology solutions (AI, RPA), entering the mid-market enterprise segment, and pursuing strategic acquisitions[40](index=40&type=chunk)[41](index=41&type=chunk) Client Concentration | Fiscal Year | Top 5 Clients' Revenue % | No. of Clients > 10% Revenue | Individual Client % | | :--- | :--- | :--- | :--- | | **2025** | 57% | 2 | 21%, 12% | | **2024** | 50% | 2 | 14%, 12% | - As of March 31, 2025, the company had approximately **1,400 full-time employees**, with employee count fluctuating due to client contracts allowing direct hiring, as evidenced by a transfer of 303 employees for a **$3.0 million payment** during the fiscal year[63](index=63&type=chunk) - The company completed a business combination with Worldwide Webb Acquisition Corp. (WWAC) on November 6, 2023, resulting in a reverse recapitalization where AARK was the accounting acquirer, subsequently renamed Aeries Technology, Inc. and trading under 'AERT'[82](index=82&type=chunk)[83](index=83&type=chunk)[84](index=84&type=chunk) [Risk Factors](index=20&type=section&id=Item%201A.%20Risk%20Factors) The company faces substantial doubt about its ability to continue as a going concern due to significant losses, a working capital deficit, and the loss of a major customer, alongside risks from competition, international operations, and internal control weaknesses - The company has identified conditions raising substantial doubt about its ability to continue as a going concern, due to a net loss of **$21.6 million**, a working capital deficit of **$11.1 million** as of March 31, 2025, and obligations under Forward Purchase Agreements (FPAs)[104](index=104&type=chunk) - A significant customer provided a non-renewal notice, expected to result in an annual revenue loss of approximately **$11.5 million**, which includes a one-time buyout payment of about **$3.0 million** to the company, significantly impacting future revenue stability[106](index=106&type=chunk)[142](index=142&type=chunk) - The company faces heightened risk of non-collection on receivables, particularly in the Middle East and Asia Pacific, having written off **$9.5 million** in receivables and recorded an allowance for doubtful accounts of **$3.6 million** in fiscal year 2025, up from **$1.3 million** the previous year[132](index=132&type=chunk)[134](index=134&type=chunk) - Aeries is a 'controlled company' under Nasdaq rules due to the voting power of its Class V Shareholder, which can influence matters like director elections and hostile takeovers, exempting the company from certain corporate governance requirements, such as having a majority-independent board[212](index=212&type=chunk)[213](index=213&type=chunk) - Material weaknesses in internal control over financial reporting have been identified, primarily related to improper segregation of duties, inadequate processes for recording transactions, and poor design of communication and monitoring procedures, which led to a restatement of previously issued financial statements[218](index=218&type=chunk)[219](index=219&type=chunk) [Unresolved Staff Comments](index=49&type=section&id=Item%201B.%20Unresolved%20Staff%20Comments) The company has no unresolved staff comments from the SEC - None[240](index=240&type=chunk) [Cybersecurity](index=49&type=section&id=Item%201C.%20Cybersecurity) The company's cybersecurity risk management, overseen by the board and a dedicated committee, involves regular assessments, third-party experts, and employee training, aligning with ISO 27001 and NIST CSF standards - The Board of Directors oversees cybersecurity risk as part of its general oversight, receiving at least an annual report from the cybersecurity committee[244](index=244&type=chunk) - The company's cybersecurity program includes regular risk assessments, employee training, and engagement with external consultants, with policies periodically assessed against frameworks like ISO 27001 and NIST CSF[241](index=241&type=chunk)[246](index=246&type=chunk) - To date, the company does not believe that risks from cybersecurity threats have materially affected its strategy, operations, or financial condition[243](index=243&type=chunk) [Properties](index=50&type=section&id=Item%202.%20Properties) Aeries operates from its Mumbai corporate office, with global delivery centers across India and Mexico, a Singapore headquarters, and U.S. sales offices, designed as client extensions Global Delivery Centers | Location | Number of Centers | | :--- | :--- | | Hyderabad | 2 | | Bengaluru | 4 | | Mumbai | 3 | | Pune | 1 | | Mexico (Guadalajara) | 3 | - The company's headquarters is in Singapore, with a corporate office in Mumbai, India, and U.S. offices in Raleigh, North Carolina, and Salt Lake City, Utah[247](index=247&type=chunk)[249](index=249&type=chunk) [Legal Proceedings](index=51&type=section&id=Item%203.%20Legal%20Proceedings) The company is not currently aware of any material pending legal proceedings outside of ordinary routine litigation incidental to its business - Management is not currently aware of any material pending legal proceedings, except for ordinary routine litigation incidental to the business[251](index=251&type=chunk) [Mine Safety Disclosures](index=51&type=section&id=Item%204.%20Mine%20Safety%20Disclosures) This item is not applicable to the company - Not applicable[252](index=252&type=chunk) PART II [Market for Registrant's Common Equity, Related Shareholder Matters and Issuer Purchases of Equity Securities](index=52&type=section&id=Item%205.%20Market%20for%20Registrant%27s%20Common%20Equity%2C%20Related%20Shareholder%20Matters%20and%20Issuer%20Purchases%20of%20Equity%20Securities) Aeries Technology's Class A shares and warrants trade on Nasdaq, with 47.15 million shares outstanding as of July 1, 2025, and no anticipated cash dividends, alongside details of unregistered security sales - The company's Class A ordinary shares and warrants are traded on Nasdaq under the symbols 'AERT' and 'AERTW'[254](index=254&type=chunk) - As of July 1, 2025, there were **47,152,626 Class A ordinary shares** outstanding held by approximately **43 holders of record**[255](index=255&type=chunk) - The company has never declared or paid cash dividends and does not plan to in the foreseeable future[256](index=256&type=chunk) - On April 5, 2024, Mr. Kumar exchanged **9,500 AARK ordinary shares** for **21,337,000 Class A ordinary shares** in a transaction exempt from registration[264](index=264&type=chunk) [Management's Discussion and Analysis of Financial Condition and Results of Operations](index=54&type=section&id=Item%207.%20Management%27s%20Discussion%20and%20Analysis%20of%20Financial%20Condition%20and%20Results%20of%20Operations) For FY2025, Aeries Technology reported a $21.6 million net loss, a 3% revenue decrease, and a 23% gross profit decline, driven by surging SG&A expenses, raising substantial doubt about its going concern ability Results of Operations (FY 2025 vs. FY 2024) | Metric | FY 2025 (in thousands) | FY 2024 (in thousands) | % Change | | :--- | :--- | :--- | :--- | | **Revenues, net** | $70,198 | $72,509 | (3)% | | **Gross Profit** | $16,720 | $21,641 | (23)% | | **Gross Profit Margin** | 24% | 30% | -600 bps | | **(Loss) / income from operations** | $(28,770) | $2,987 | (1,063)% | | **Net (loss) / income** | $(21,595) | $17,256 | (225)% | - Revenue decreased by **$2.3 million (3%)** due to the closure of certain consulting projects and ramp-downs, partially offset by new clients and increased business from existing ones[298](index=298&type=chunk) - Selling, general and administrative (SG&A) expenses increased by **$26.8 million (144%)**, primarily driven by an **$11.1 million** increase in stock-based compensation, **$9.1 million** in bad debt write-offs, and a **$1.7 million** impairment loss[303](index=303&type=chunk) Adjusted EBITDA Reconciliation (Non-GAAP) | Metric | FY 2025 (in thousands) | FY 2024 (in thousands) | | :--- | :--- | :--- | | **Net (loss) / income** | $(21,595) | $17,256 | | **Adjustments** | $16,943 | $(8,064) | | **Adjusted EBITDA** | $(4,652) | $9,192 | | **Adjusted EBITDA margin** | (6.6)% | 12.7% | - The company's ability to continue as a going concern is in substantial doubt due to a net loss of **$21.6 million**, a working capital deficit of **$11.1 million**, liabilities from FPAs, a **$9.5 million** receivable write-off, and the loss of a significant customer[311](index=311&type=chunk)[314](index=314&type=chunk) [Quantitative and Qualitative Disclosures About Market Risk](index=67&type=section&id=Item%207A.%20Quantitative%20and%20Qualitative%20Disclosures%20About%20Market%20Risk) As a smaller reporting company, Aeries Technology is not required to provide this information - The company is not required to provide this information as it qualifies as a smaller reporting company[348](index=348&type=chunk) [Financial Statements and Supplementary Data](index=67&type=section&id=Item%208.%20Financial%20Statements%20and%20Supplementary%20Data) Audited financial statements for FY2025 and FY2024 are presented, with the auditor expressing substantial doubt about the company's going concern ability due to operating losses, a working capital deficiency, and a growing shareholders' deficit - The report from the independent registered public accounting firm, Manohar Chowdhry & Associates, includes a 'Going Concern Uncertainty' paragraph, highlighting that the company's operating losses, significant working capital deficiency, accumulated deficit, and negative cash flows from operations raise substantial doubt about its ability to continue as a going concern[538](index=538&type=chunk) Consolidated Balance Sheet Highlights (in thousands) | Metric | As of March 31, 2025 | As of March 31, 2024 | | :--- | :--- | :--- | | **Total Current Assets** | $21,327 | $32,836 | | **Total Current Liabilities** | $32,420 | $38,125 | | **Working Capital (Deficit)** | $(11,093) | $(5,289) | | **Total Liabilities** | $45,937 | $50,587 | | **Total Shareholders' Deficit** | $(6,062) | $(1,914) | Consolidated Statements of Cash Flows Highlights (in thousands) | Metric | Year Ended March 31, 2025 | Year Ended March 31, 2024 | | :--- | :--- | :--- | | **Net cash used in operating activities** | $(1,009) | $(4,299) | | **Net cash used in investing activities** | $(858) | $(1,740) | | **Net cash provided by financing activities** | $2,432 | $7,056 | | **Cash at the end of period** | $2,764 | $2,084 | [Changes in and Disagreements With Accountants on Accounting and Financial Disclosure](index=67&type=section&id=Item%209.%20Changes%20in%20and%20Disagreements%20With%20Accountants%20on%20Accounting%20and%20Financial%20Disclosure) On August 11, 2024, the company changed its independent auditor from KNAV CPA LLP to Manohar Chowdhry & Associates, prompted by KNAV's expanded audit scope for revenue recognition and prior discussions on internal control weaknesses - On August 11, 2024, the company dismissed KNAV CPA LLP and appointed Manohar Chowdhry & Associates as its new independent registered public accounting firm[350](index=350&type=chunk)[356](index=356&type=chunk) - The change was initiated after KNAV advised the company of a need to expand the audit scope related to revenue recognition for certain contracts in the Middle East and APAC region[353](index=353&type=chunk) - The company previously disclosed material weaknesses in internal controls, which was a 'reportable event' under SEC rules and was discussed with KNAV[355](index=355&type=chunk) [Controls and Procedures](index=68&type=section&id=Item%209A.%20Controls%20and%20Procedures) As of March 31, 2025, management deemed disclosure controls and procedures ineffective due to material weaknesses in internal control over financial reporting, leading to a financial statement restatement and ongoing remediation efforts - Management concluded that as of March 31, 2025, the company's disclosure controls and procedures were not effective[359](index=359&type=chunk) - Material weaknesses were identified in internal control over financial reporting, primarily due to improper segregation of duties, inadequate processes for timely recording of significant transactions, and inadequate design of communication and monitoring activities[365](index=365&type=chunk) - These weaknesses resulted in the need to restate previously issued carve-out consolidated financial statements of AARK to correct misreporting of EPS and the number of common stock[364](index=364&type=chunk) - A remediation plan is underway to address the material weaknesses, but there is no assurance it will be successful, and as an emerging growth company, its independent auditor is not required to attest to the effectiveness of its internal controls[367](index=367&type=chunk)[368](index=368&type=chunk)[369](index=369&type=chunk) [Other Information](index=69&type=section&id=Item%209B.%20Other%20Information) During the fiscal quarter ended March 31, 2025, none of the company's directors or officers adopted, modified, or terminated a Rule 10b5-1 trading arrangement or a non-Rule 10b5-1 trading arrangement - No directors or officers adopted, modified, or terminated a Rule 10b5-1 trading arrangement during the fourth fiscal quarter[372](index=372&type=chunk) PART III [Directors, Executive Officers and Corporate Governance](index=70&type=section&id=Item%2010.%20Directors%2C%20Executive%20Officers%20and%20Corporate%20Governance) The company's leadership includes Chairman Venu Raman Kumar and CEO Bhisham (Ajay) Khare, with a staggered board operating as a 'controlled company' under Nasdaq rules, exempt from certain governance requirements, and adhering to a Code of Ethics - The company's executive team includes Bhisham (Ajay) Khare as CEO and Daniel S. Webb as CFO & CIO, with Venu Raman Kumar serving as Chairman of the Board[375](index=375&type=chunk) - The Board is divided into three staggered classes of directors, and following the resignation of Ramesh Venkataraman, the Board no longer consists of a majority of independent directors[406](index=406&type=chunk)[408](index=408&type=chunk) - Aeries is a 'controlled company' under Nasdaq rules, exempting it from certain governance requirements, including the need for a majority-independent board and fully independent compensation and nominating committees[412](index=412&type=chunk) [Executive Compensation](index=78&type=section&id=Item%2011.%20Executive%20Compensation) FY2025 executive compensation was heavily influenced by stock and option awards, with a significant management transition in February 2025, and no annual cash incentives paid to NEOs due to market challenges FY 2025 Summary Compensation Table (in thousands) | Name and Principal Position | Salary ($) | Stock/Option Awards ($) | All Other Comp. ($) | Total ($) | | :--- | :--- | :--- | :--- | :--- | | **Bhisham (Ajay) Khare** (CEO) | 389 | 3,460 | 257 | 4,105 | | **Sudhir Appukuttan Panikassery** (Former CEO) | 565 | 7,314 | 165 | 8,044 | | **Daniel S. Webb** (CFO & CIO) | 400 | 1,047 | 15 | 1,462 | | **Unnikrishnan (Unni) Balakrishnan Nambiar** (CTO) | 283 | 925 | - | 1,209 | - In February 2025, Bhisham (Ajay) Khare was appointed CEO, Sudhir Appukuttan Panikassery resigned as CEO and became Vice Chairman, and Daniel S. Webb was appointed CFO[433](index=433&type=chunk)[435](index=435&type=chunk) - The Compensation Committee determined not to pay any annual cash incentives to NEOs for fiscal year 2025, citing market challenges and a focus on aligning compensation with shareholder value[445](index=445&type=chunk) - The Board approved temporary base salary reductions for Messrs. Khare (**20%**), Panikassery (**29%**), and Nambiar (**17%**) from December 1, 2024, to April 1, 2025, as part of cost optimization efforts[441](index=441&type=chunk) [Security Ownership of Certain Beneficial Owners and Management and Related Shareholder Matters](index=87&type=section&id=Item%2012.%20Security%20Ownership%20of%20Certain%20Beneficial%20Owners%20and%20Management%20and%20Related%20Shareholder%20Matters) As of June 25, 2025, company ownership is highly concentrated, with Chairman Venu Raman Kumar holding 58.2% of Class A shares and a Class V share providing special voting rights, reinforcing its 'controlled' status Beneficial Ownership as of June 25, 2025 | Name / Group | Class A Shares Beneficially Owned | % of Class A Shares | | :--- | :--- | :--- | | Venu Raman Kumar (Chairman) | 28,098,530 | 58.2% | | Sudhir Appukuttan Panikassery | 5,151,005 | 10.9% | | All executive officers and directors as a group (9 individuals) | 38,106,533 | 79.2% | - The company has a dual-class share structure, where a single Class V share has voting rights that can increase to **51%** during 'Extraordinary Events' such as a hostile change of control or the appointment/removal of a director[491](index=491&type=chunk) - As of March 31, 2025, there were **8,048,265 securities** remaining available for future issuance under the company's equity compensation plans[496](index=496&type=chunk) [Certain Relationships and Related Transactions, and Director Independence](index=90&type=section&id=Item%2013.%20Certain%20Relationships%20and%20Related%20Transactions%2C%20and%20Director%20Independence) The company engages in numerous related-party transactions with entities controlled by its Chairman, Venu Raman Kumar, and his son, including management services and loans, all subject to audit committee approval for transactions over $120,000 - The company has a policy requiring audit committee approval for related party transactions exceeding **$120,000**[500](index=500&type=chunk) - The company has multiple financial arrangements with entities controlled by its Chairman, Venu Raman Kumar, and his son, Vaibhav Rao, including intercompany deposits, loans, and service agreements[501](index=501&type=chunk)[502](index=502&type=chunk) - For the year ended March 31, 2025, the company provided management consulting services totaling **$2.86 million** to related parties Aark II and TSLC[507](index=507&type=chunk) - The company has an outstanding loan from Vaibhav Rao (son of the Chairman) with a balance of **$812,000** as of March 31, 2025, at a **10% annual interest rate**[506](index=506&type=chunk) [Principal Accountant Fees and Services](index=92&type=section&id=Item%2014.%20Principal%20Accountant%20Fees%20and%20Services) Manohar Chowdhry & Associates served as the independent auditor for FY2025 and FY2024, billing $48,000 and $60,000 respectively for audit fees, with all services pre-approved by the audit committee Accountant Fees (in thousands) | Fee Type | FY 2025 | FY 2024 | | :--- | :--- | :--- | | Audit Fees | $48 | $60 | | Audit-Related Fees | $0 | $0 | | Tax Fees | $0 | $0 | | All Other Fees | $0 | $0 | - The company's audit committee has a policy to pre-approve all auditing and permitted non-audit services provided by its auditors[521](index=521&type=chunk) PART IV [Exhibits, Financial Statement Schedules](index=94&type=section&id=Item%2015.%20Exhibits%2C%20Financial%20Statement%20Schedules) This section provides a comprehensive list of exhibits filed with the 10-K, including foundational corporate documents, material contracts, and required certifications - This section provides a comprehensive list of all exhibits filed with the 10-K, including foundational corporate documents, material contracts, and required certifications[523](index=523&type=chunk)[525](index=525&type=chunk) [Form 10-K Summary](index=97&type=section&id=Item%2016.%20Form%2010-K%20Summary) This section is noted as not applicable in the report - Not applicable[528](index=528&type=chunk)

Exhibit 99.1 Aeries Technology, Inc. Reports Results for Third Fiscal Quarter 2025 North America Revenue Up 13.1% Year-Over-Year. Core adjusted EBITDA for the third fiscal quarter of 2025 was $1.50 million, compared to ($0.02) with the same period in 2024. NEW YORK, February 14, 2025 - Aeries Technology, Inc. ("Aeries" or "the Company") (Nasdaq: AERT), a leading provider of global capability center (GCC) solutions, today announced financial results for the quarter ended December 31, 2024. "With the recent l ...

[Financial Performance Overview](index=1&type=section&id=Financial%20Performance%20Overview) Aeries Technology experienced a revenue decline and significant profitability downturn in Q2 FY2025, leading to a strategic refocus on the North American GCC market [Q2 FY2025 Financial Highlights](index=1&type=section&id=Q2%20FY2025%20Financial%20Highlights) Aeries Technology reported a 4% year-over-year decline in total revenue to $16.9 million for the second fiscal quarter of 2025, experiencing a significant downturn in profitability with income from operations swinging to a loss of $(4.1) million and net income turning to a loss of $(2.3) million Q2 FY2025 Key Financial Metrics (vs. Q2 FY2024) | Metric | Q2 FY2025 | Q2 FY2024 | Change | | :--- | :--- | :--- | :--- | | **Revenues** | $16.9M | $17.6M | -4.0% | | **Income (Loss) from Operations** | $(4.1)M | $1.5M | Down | | **Net Income (Loss)** | $(2.3)M | $0.9M | Down | | **Adjusted EBITDA** | $(2.3)M | $3.0M | Down | | **Core Adjusted EBITDA** | $0.2M | $1.0M | -82.0% | - Despite the overall revenue decline, North America revenue grew **13.3% year-over-year** to **$15.7 million**, highlighting the strength in the company's core market[1](index=1&type=chunk)[2](index=2&type=chunk)[3](index=3&type=chunk) [Business Strategy and Outlook](index=1&type=section&id=Business%20Strategy%20and%20Outlook) The company is implementing significant strategic changes, including cost structure alignment, to refocus on its core business: the North American Global Capability Center (GCC) market, where it sees strong client pipeline visibility - Aeries is re-focusing its business on the core **North American Global Capability Center (GCC) market**, targeting US-based, private equity-backed companies[1](index=1&type=chunk)[2](index=2&type=chunk) - The management has strong visibility into the new business pipeline, which gives them confidence in their new guidance for fiscal 2025[2](index=2&type=chunk) [Financial Statements](index=4&type=section&id=Financial%20Statements) Aeries Technology's Q2 FY2025 financial statements reflect a net loss, increased liabilities, and a decrease in operating cash flow, despite a slight increase in total assets [Condensed Consolidated Balance Sheets](index=4&type=section&id=Condensed%20Consolidated%20Balance%20Sheets) As of September 30, 2024, Aeries Technology's total assets increased slightly to $52.0 million from $49.4 million on March 31, 2024, while total liabilities also grew to $53.3 million, resulting in an increased total shareholders' deficit of $(2.0) million Balance Sheet Summary (as of Sept 30, 2024 vs. Mar 31, 2024) | Metric (in thousands) | Sept 30, 2024 | Mar 31, 2024 | | :--- | :--- | :--- | | **Cash and cash equivalents** | $3,627 | $2,084 | | **Accounts receivable, net** | $18,477 | $23,757 | | **Total current assets** | $29,447 | $32,836 | | **Total assets** | $51,960 | $49,407 | | **Total current liabilities** | $39,223 | $38,125 | | **Total liabilities** | $53,274 | $50,587 | | **Total shareholders' equity (deficit)** | $(1,999) | $(1,914) | [Condensed Consolidated Statements of Operations](index=5&type=section&id=Condensed%20Consolidated%20Statements%20of%20Operations) For the three months ended September 30, 2024, the company reported a net loss of $(2.3) million, a sharp reversal from a net income of $0.9 million in the prior year, driven by a 4% revenue decrease and a significant increase in selling, general & administrative expenses Statement of Operations Summary (Three Months Ended Sept 30) | Metric (in thousands) | 2024 | 2023 | | :--- | :--- | :--- | | **Revenue, net** | $16,873 | $17,578 | | **Gross profit** | $3,575 | $4,824 | | **Selling, general & administrative expenses** | $7,670 | $3,338 | | **Income from operations** | $(4,095) | $1,486 | | **Net income / (loss)** | $(2,306) | $927 | | **Basic and diluted net loss per Class A ordinary share** | $(0.05) | N/A | [Condensed Consolidated Statements of Cash Flows](index=6&type=section&id=Condensed%20Consolidated%20Statements%20of%20Cash%20Flows) For the six months ended September 30, 2024, net cash provided by operating activities significantly decreased to $0.2 million, while net cash provided by financing activities increased to $2.2 million, primarily due to share issuance, resulting in a $1.5 million increase in cash and cash equivalents Cash Flow Summary (Six Months Ended Sept 30) | Metric (in thousands) | 2024 | 2023 | | :--- | :--- | :--- | | **Net cash provided by operating activities** | $205 | $1,387 | | **Net cash used in investing activities** | $(988) | $(809) | | **Net cash provided by financing activities** | $2,249 | $195 | | **Net increase in cash and cash equivalents** | $1,543 | $751 | | **Cash and cash equivalents at end of period** | $3,627 | $1,882 | [Supplemental Information and Non-GAAP Measures](index=2&type=section&id=Supplemental%20Information%20and%20Non-GAAP%20Measures) This section details the reconciliation of non-GAAP financial measures, provides a geographical breakdown of revenue, and defines the company's core business and forward-looking statements [Reconciliation of Non-GAAP Financial Measures](index=8&type=section&id=Reconciliation%20of%20Non-GAAP%20Financial%20Measures) This section reconciles GAAP Net Income to non-GAAP measures, showing Adjusted EBITDA declined significantly to $(2.3) million and Core Adjusted EBITDA decreased to $0.2 million for the three months ended September 30, 2024, with the Adjusted EBITDA margin turning negative Non-GAAP Reconciliation Summary (Three Months Ended Sept 30) | Metric (in thousands) | 2024 | 2023 | | :--- | :--- | :--- | | **Net income** | $(2,306) | $927 | | **EBITDA** | $(2,414) | $1,946 | | **Adjusted EBITDA** | $(2,295) | $2,939 | | **Core adjusted EBITDA** | $183 | $1,010 | | **Adjusted EBITDA margin** | (13.6)% | 16.7% | [Revenue by Geography](index=9&type=section&id=Revenue%20by%20Geography) The company's revenue breakdown by geography for the three months ended September 30, 2024, shows a strategic shift towards North America, with its revenue increasing by **13.3%** to **$15.7 million** and accounting for **93%** of total revenue, while Asia Pacific and Other regions saw a sharp **69%** decrease Revenue by Geography (Three Months Ended Sept 30) | Region (in thousands) | 2024 | 2023 | YoY Change | | :--- | :--- | :--- | :--- | | **North America** | $15,728 | $13,879 | +13.3% | | **Asia Pacific and Other** | $1,145 | $3,699 | -69.0% | | **Total revenue** | $16,873 | $17,578 | -4.0% | [Non-GAAP Financial Measures Definition](index=2&type=section&id=Non-GAAP%20Financial%20Measures%20Definition) The company defines its non-GAAP financial measures, Adjusted EBITDA and Core Adjusted EBITDA, to evaluate operating performance, with Core Adjusted EBITDA specifically excluding the non-core business of one-time consulting services outside its primary North American market - The company defines its **core business** as **global capability center services** for **private equity-backed companies**, primarily in **North America**, with **long-term, recurring contracts**[10](index=10&type=chunk) - The **non-core business** includes consulting services, mainly for Middle Eastern customers, which are typically **one-time engagements**, and the company does **not plan to enter new customer contracts outside North America**[10](index=10&type=chunk) [Forward-Looking Statements](index=3&type=section&id=Forward-Looking%20Statements) This section contains a standard safe harbor statement, cautioning investors that forward-looking statements are subject to various risks and uncertainties, including market conditions, competition, and regulatory changes, which could cause actual results to differ materially from expectations - The report includes **forward-looking statements** regarding future operating results, guidance, and business strategy, which are based on current expectations and subject to change[12](index=12&type=chunk) - Numerous **risks and uncertainties** are cited, including market conditions, inflation, geopolitical conflicts, and the ability to remediate a **material weakness in internal controls**, which could impact actual results[12](index=12&type=chunk)

PART 1 – INTERIM FINANCIAL INFORMATION [Item 1. Condensed Consolidated Financial Statements](index=5&type=section&id=Item%201.%20Condensed%20Consolidated%20Financial%20Statements) Unaudited condensed consolidated financial statements reveal a significant net loss, working capital deficit, and substantial going concern doubts [Condensed Consolidated Balance Sheets](index=5&type=section&id=Condensed%20Consolidated%20Balance%20Sheets) The balance sheets show total liabilities exceeding assets, leading to a shareholders' deficit as of September 30, 2024 Balance Sheet Summary (in thousands USD) | Balance Sheet Item | Sep 30, 2024 (Unaudited) | Mar 31, 2024 (Audited) | | :--- | :--- | :--- | | **Total Assets** | **$51,960** | **$49,407** | | Cash and cash equivalents | $3,627 | $2,084 | | Accounts receivable, net | $18,477 | $23,757 | | **Total Liabilities** | **$53,274** | **$50,587** | | Forward purchase agreement put option liability | $9,563 | $10,244 | | **Total Shareholders' Deficit** | **($1,999)** | **($1,914)** | | Accumulated deficit | ($28,679) | ($11,668) | - Total liabilities of **$53.3 million** exceed total assets of **$52.0 million**, resulting in a total shareholders' deficit of **$2.0 million** as of September 30, 2024[16](index=16&type=chunk) [Condensed Consolidated Statements of Operations](index=7&type=section&id=Condensed%20Consolidated%20Statements%20of%20Operations) The statements of operations show a significant net loss for the six months ended September 30, 2024, primarily due to increased operating expenses Statement of Operations Summary (in thousands USD) | Metric | Three Months Ended Sep 30, 2024 | Three Months Ended Sep 30, 2023 | Six Months Ended Sep 30, 2024 | Six Months Ended Sep 30, 2023 | | :--- | :--- | :--- | :--- | :--- | | **Revenue, net** | **$16,873** | **$17,578** | **$33,540** | **$33,908** | | Gross profit | $3,575 | $4,824 | $7,585 | $9,271 | | Selling, general & administrative expenses | $7,670 | $3,338 | $28,100 | $7,008 | | **Income / (Loss) from operations** | **($4,095)** | **$1,486** | **($20,515)** | **$2,263** | | **Net income / (loss)** | **($2,306)** | **$927** | **($17,623)** | **$1,421** | | **Basic and diluted net loss per Class A share** | **($0.05)** | **N/A** | **($0.42)** | **N/A** | - For the six months ended September 30, 2024, the company reported a **net loss of $17.6 million**, a sharp reversal from a net income of **$1.4 million** in the prior year period, primarily driven by a substantial increase in Selling, General & Administrative expenses to **$28.1 million** from **$7.0 million** year-over-year[19](index=19&type=chunk) [Condensed Consolidated Statements of Cash Flows](index=11&type=section&id=Condensed%20Consolidated%20Statements%20of%20Cash%20Flows) Cash flow statements indicate positive operating cash flow despite a net loss, with financing activities providing additional capital Cash Flow Summary for Six Months Ended Sep 30 (in thousands USD) | Cash Flow Category | 2024 | 2023 | | :--- | :--- | :--- | | Net cash provided by operating activities | $205 | $1,387 | | Net cash used in investing activities | ($988) | ($809) | | Net cash provided by financing activities | $2,249 | $195 | | **Net increase in cash and cash equivalents** | **$1,543** | **$751** | | **Cash and cash equivalents at end of period** | **$3,627** | **$1,882** | - Despite a net loss of **$17.6 million**, the company generated positive cash flow from operations of **$0.2 million** for the six months ended Sep 30, 2024, aided by non-cash expenses like stock-based compensation (**$12.7 million**)[28](index=28&type=chunk) - Financing activities provided **$2.2 million** in cash, primarily from **$4.7 million** in net proceeds from the issuance of Class A ordinary shares, which offset debt repayments[28](index=28&type=chunk) [Notes to Condensed Consolidated Financial Statements](index=13&type=section&id=Notes%20to%20Condensed%20Consolidated%20Financial%20Statements) Notes to financial statements detail substantial doubt about the company's ability to continue as a going concern - The company has identified conditions that raise **substantial doubt about its ability to continue as a going concern**, including a net loss of **$17.6 million** for the six-month period, a working capital deficit of **$9.8 million**, significant liabilities from Forward Purchase Agreements (FPAs), and the non-renewal of a contract with a significant customer[45](index=45&type=chunk)[48](index=48&type=chunk)[211](index=211&type=chunk) - Management's mitigation plan includes raising additional funds, restructuring liabilities, and reducing non-core expenses, however, there is no guarantee of success[46](index=46&type=chunk)[47](index=47&type=chunk) - The company received a non-renewal and buyout notice from a significant customer, effective March 31, 2025, expected to cause an annual revenue loss of approximately **$11.5 million**, partially offset by a one-time buyout payment of about **$3.1 million**[143](index=143&type=chunk)[144](index=144&type=chunk) - Stock-based compensation expense was **$12.7 million** for the six months ended September 30, 2024, a significant increase from **$1.6 million** in the prior-year period[113](index=113&type=chunk) [Management's Discussion and Analysis of Financial Condition and Results of Operations](index=36&type=section&id=Item%202.%20Management's%20Discussion%20and%20Analysis%20of%20Financial%20Condition%20and%20Results%20of%20Operations) Management discusses decreased revenue, a substantial net loss from increased SG&A, and reiterates going concern risks from FPA liabilities and customer loss [Results of Operations](index=39&type=section&id=Results%20of%20Operations) Results of operations show a slight revenue decrease and a significant surge in SG&A expenses, leading to a substantial operating and net loss Comparison of Six Months Ended Sep 30, 2024 and 2023 (in thousands USD) | Metric | 2024 | 2023 | $ Change | % Change | | :--- | :--- | :--- | :--- | :--- | | **Revenues, net** | **$33,540** | **$33,908** | **($368)** | **(1)%** | | Gross Profit | $7,585 | $9,271 | ($1,686) | (18)% | | SG&A Expenses | $28,100 | $7,008 | $21,092 | 301% | | **Income from operations** | **($20,515)** | **$2,263** | **($22,778)** | **(1,007)%** | | **Net loss** | **($17,623)** | **$1,421 (income)** | **($19,044)** | **(1,340)%** | - Revenue for the six months ended Sep 30, 2024, decreased by **1%** as revenue growth of **$9.3 million** from new and existing clients was offset by a **$9.6 million** decrease from ramp-downs and project completions[194](index=194&type=chunk) - Selling, general and administrative (SG&A) expenses surged by **301%** to **$28.1 million** for the six-month period, primarily driven by an **$11.4 million** increase in stock-based compensation, a **$2.0 million** increase in legal/professional charges for the Business Combination, and a **$3.6 million** provision for expected credit losses[198](index=198&type=chunk) [Non-GAAP Financial Measures](index=42&type=section&id=Non-GAAP%20Financial%20Measures) This section provides a reconciliation of net income to Adjusted EBITDA, highlighting non-GAAP performance metrics Reconciliation to Adjusted EBITDA (in thousands USD) | Metric | Six Months Ended Sep 30, 2024 | Six Months Ended Sep 30, 2023 | | :--- | :--- | :--- | | Net income / (loss) | ($17,623) | $1,421 | | Adjustments (Taxes, Interest, D&A) | ($423) | $1,623 | | **EBITDA** | **($18,380)** | **$3,044** | | Stock-based compensation | $12,746 | $1,626 | | Business Combination costs | $5,052 | $1,171 | | Change in fair value of derivative liabilities | ($1,312) | - | | **Adjusted EBITDA** | **($1,894)** | **$5,841** | | Adjusted EBITDA margin | (5.6)% | 17.2% | [Liquidity and Capital Resources](index=44&type=section&id=Liquidity%20and%20Capital%20Resources) Liquidity and Capital Resources section details substantial doubt about going concern, citing FPA liabilities and customer contract non-renewal - Management has identified **substantial doubt about the company's ability to continue as a going concern**, with key factors including a net loss of **$17.6 million** for the six-month period, a working capital deficit of **$9.8 million**, and the non-renewal of a significant customer contract expected to result in an annual revenue loss of approximately **$11.5 million**[208](index=208&type=chunk)[211](index=211&type=chunk) - The company has a remaining liability of **$7.5 million** under its Forward Purchase Agreements (FPAs) due in November 2024, and does not have sufficient cash from operations or reserves to pay this amount, which could adversely affect operations[211](index=211&type=chunk) - Management's mitigation plan involves raising additional capital, restructuring liabilities, and implementing targeted cost-cutting measures, with one FPA holder agreeing to a share settlement, reducing the liability by **$0.5 million**[212](index=212&type=chunk)[213](index=213&type=chunk) [Quantitative and Qualitative Disclosures about Market Risk](index=46&type=section&id=Item%203.%20Quantitative%20and%20Qualitative%20Disclosures%20about%20Market%20Risk) As a smaller reporting company, the company is not required to provide quantitative and qualitative disclosures about market risk - As a smaller reporting company, Aeries Technology, Inc. is not required to provide quantitative and qualitative disclosures about market risk[224](index=224&type=chunk) [Controls and Procedures](index=46&type=section&id=Item%204.%20Controls%20and%20Procedures) Management concluded disclosure controls and procedures were ineffective due to material weaknesses in internal control over financial reporting, with a remediation plan underway - The CEO and CFO concluded that disclosure controls and procedures were **not effective** as of September 30, 2024[225](index=225&type=chunk) - Material weaknesses were identified in internal control over financial reporting, attributed to improper segregation of duties, inadequate processes for timely recording of significant transactions, and inadequate design of information and communication policies[227](index=227&type=chunk) - Management is implementing a remediation plan to address the weaknesses by improving review processes and communication with third-party service providers[228](index=228&type=chunk)[229](index=229&type=chunk) PART II – OTHER INFORMATION [Legal Proceedings](index=48&type=section&id=Item%201.%20Legal%20Proceedings) The company reports no material pending legal proceedings beyond routine litigation incidental to its business operations - As of the filing date, the company reports no material pending legal proceedings outside the ordinary course of business[234](index=234&type=chunk) [Risk Factors](index=48&type=section&id=Item%201A.%20Risk%20Factors) New risk factors highlight substantial doubt about going concern, citing FPA obligations and the termination of a significant customer contract - A new material risk is the **substantial doubt about the company's ability to continue as a going concern**[235](index=235&type=chunk) - A key factor is the FPA liability of **$8 million** due by November 6, 2024, where a potential cash liability of **$7.5 million** remains, which could strain liquidity[236](index=236&type=chunk) - The company's financial condition is further impacted by a non-renewal notice from a significant customer, which is expected to result in an annual revenue loss of approximately **$11.5 million**[237](index=237&type=chunk) [Unregistered Sales of Equity Securities and Use of Proceeds](index=49&type=section&id=Item%202.%20Unregistered%20Sales%20of%20Equity%20Securities%20and%20Use%20of%20Proceeds) The company issued 127,565 Class A ordinary shares to two vendors as compensation for services, which were unregistered sales of equity securities - In September 2024, the company issued **78,947** and **48,618** Class A ordinary shares to two vendors as compensation for services, with these issuances exempt from registration under Section 4(a)(2) of the Securities Act[241](index=241&type=chunk) [Defaults Upon Senior Securities](index=49&type=section&id=Item%203.%20Defaults%20Upon%20Senior%20Securities) The company reported no defaults upon senior securities during the period - The company reported no defaults upon senior securities during the period[242](index=242&type=chunk) [Mine Safety Disclosures](index=49&type=section&id=Item%204.%20Mine%20Safety%20Disclosures) This item is not applicable to the company's operations - This item is not applicable to the company[243](index=243&type=chunk) [Other Information](index=49&type=section&id=Item%205.%20Other%20Information) No directors or officers adopted, modified, or terminated Rule 10b5-1 trading arrangements during the quarter - No directors or officers adopted, modified, or terminated a Rule 10b5-1 trading plan during the quarter ended September 30, 2024[244](index=244&type=chunk) [Exhibits](index=50&type=section&id=Item%206.%20Exhibits) This section lists exhibits filed with the Form 10-Q, including corporate documents and CEO/CFO certifications - The report includes required certifications from the Principal Executive Officer and Principal Financial Officer pursuant to Sections 302 and 906 of the Sarbanes-Oxley Act of 2002[247](index=247&type=chunk)

PART 1 – INTERIM FINANCIAL INFORMATION [Item 1. Condensed Consolidated Financial Statements](index=5&type=section&id=Item%201.%20Condensed%20Consolidated%20Financial%20Statements) Aeries Technology reported a **net loss of $15.3 million** for Q2 2024, driven by a surge in operating expenses, despite a slight revenue increase, with total assets at **$51.8 million** and cash increasing to **$4.2 million** from financing activities [Condensed Consolidated Balance Sheets](index=5&type=section&id=Condensed%20Consolidated%20Balance%20Sheets) As of June 30, 2024, total assets increased to **$51.8 million** from **$49.4 million** at March 31, 2024, while total liabilities remained stable at **$50.8 million**, with shareholders' equity turning positive to **$0.2 million** from a deficit of **$1.9 million** | Financial Metric | June 30, 2024 (Unaudited) | March 31, 2024 | | :--- | :--- | :--- | | **Assets (in thousands)** | | | | Cash and cash equivalents | $4,197 | $2,084 | | Total current assets | $33,799 | $32,836 | | Total assets | $51,768 | $49,407 | | **Liabilities & Equity (in thousands)** | | | | Total current liabilities | $38,828 | $38,125 | | Total liabilities | $50,847 | $50,587 | | Total shareholders' equity (deficit) | $186 | $(1,914) | [Condensed Consolidated Statements of Operations](index=7&type=section&id=Condensed%20Consolidated%20Statements%20of%20Operations) For the three months ended June 30, 2024, revenue grew slightly to **$16.7 million** from **$16.3 million** year-over-year, but a **457% increase** in Selling, General & Administrative expenses to **$20.4 million** resulted in a **net loss of $15.3 million**, a significant downturn from a **net income of $0.5 million** in the prior year | Metric (in thousands) | Three Months Ended June 30, 2024 | Three Months Ended June 30, 2023 | | :--- | :--- | :--- | | Revenue, net | $16,667 | $16,330 | | Gross profit | $4,010 | $4,447 | | Selling, general & administrative expenses | $20,430 | $3,670 | | Income from operations | $(16,420) | $777 | | Net income / (loss) | $(15,317) | $494 | | Basic and Diluted net loss per Class A ordinary share | $(0.39) | N/A | [Condensed Consolidated Statements of Cash Flows](index=10&type=section&id=Condensed%20Consolidated%20Statements%20of%20Cash%20Flows) For the three months ended June 30, 2024, the company used **$1.7 million** in cash from operating activities, while financing activities provided a substantial inflow of **$4.4 million**, primarily from **$4.7 million** in net proceeds from share issuances, resulting in a net increase in cash of **$2.1 million** and ending the quarter with **$4.2 million** in cash | Cash Flow Activity (in thousands) | Three Months Ended June 30, 2024 | Three Months Ended June 30, 2023 | | :--- | :--- | :--- | | Net cash (used in) / provided by operating activities | $(1,720) | $101 | | Net cash used in investing activities | $(608) | $(566) | | Net cash provided by financing activities | $4,385 | $1,006 | | **Net increase in cash and cash equivalents** | **$2,113** | **$533** | | **Cash and cash equivalents at end of period** | **$4,197** | **$1,644** | [Notes to Condensed Consolidated Financial Statements](index=12&type=section&id=Notes%20to%20Condensed%20Consolidated%20Financial%20Statements) The notes detail significant accounting policies, a **going concern warning**, a surge in **stock-based compensation to $12.7 million**, a **$5 million private placement**, issuance of **21.3 million shares**, and fair value measurement of derivative liabilities, alongside subsequent events like a **Nasdaq non-compliance notice** - The company's ability to continue as a **going concern** is in doubt due to a net loss reported for the quarter. Management's mitigation plan includes raising additional funds and restructuring liabilities[50](index=50&type=chunk)[52](index=52&type=chunk) - Revenue from North America increased to **$15.5 million** from **$12.5 million** YoY, while revenue from Asia Pacific and Other decreased significantly from **$3.8 million** to **$1.2 million**[97](index=97&type=chunk) - **Stock-based compensation expense** surged to **$12.7 million** for the quarter, compared to **$1.4 million** in the same period last year, primarily due to a fully vested option grant to an executive that was exercised during the quarter[113](index=113&type=chunk)[121](index=121&type=chunk) - In April 2024, the company raised approximately **$4.7 million** in net proceeds from a private placement of **1.94 million Class A ordinary shares**. Additionally, **21.3 million Class A shares** were issued to a prior investor of AARK pursuant to an exchange agreement[140](index=140&type=chunk)[141](index=141&type=chunk)[144](index=144&type=chunk) - Subsequent to the quarter end, the company received a **non-compliance notice from Nasdaq** for late filings of its Form 10-K and 10-Q, and also changed its independent registered public accounting firm[158](index=158&type=chunk)[159](index=159&type=chunk) [Item 2. Management's Discussion and Analysis of Financial Condition and Results of Operations](index=36&type=section&id=Item%202.%20Management%27s%20Discussion%20and%20Analysis%20of%20Financial%20Condition%20and%20Results%20of%20Operations) Management attributes **2% revenue growth** to new clients, while a **457% surge in SG&A expenses**, primarily from **$11.4 million in stock-based compensation**, drove a significant net loss, raising **going concern doubts** despite a recent **$4.7 million private placement** and a sharp decline in **Adjusted EBITDA to $0.4 million** | Metric (in thousands) | Three Months Ended June 30, 2024 | Three Months Ended June 30, 2023 | % Change | | :--- | :--- | :--- | :--- | | Revenues, net | $16,667 | $16,330 | 2% | | Gross Profit | $4,010 | $4,447 | (10)% | | Selling, general & administrative expenses | $20,430 | $3,670 | 457% | | Income from operations | $(16,420) | $777 | (2,213)% | | Net income / (loss) | $(15,317) | $494 | (3,201)% | - The **457% increase in SG&A expenses** was primarily driven by: - A **$11.4 million increase in stock-based compensation** - A **$1.5 million increase in legal and professional charges** related to the Business Combination - A **$1.0 million provision for expected credit loss** on customer receivables - A **$2.8 million increase in employee compensation and benefits** due to operational expansion[193](index=193&type=chunk) Reconciliation to Adjusted EBITDA (Non-GAAP) | Metric (in thousands) | Three Months Ended June 30, 2024 | Three Months Ended June 30, 2023 | | :--- | :--- | :--- | | Net income | $(15,317) | $494 | | EBITDA | $(15,966) | $1,098 | | (+) Stock-based compensation | $12,746 | $1,374 | | (+) Business Combination and transaction related costs | $3,682 | $430 | | **Adjusted EBITDA** | **$401** | **$2,902** | | **Adjusted EBITDA Margin** | **2.4%** | **17.8%** | - The company reported a **net loss of $15.3 million** for the quarter, raising substantial doubt about its ability to continue as a **going concern**. Management plans to mitigate this through cash from operations, existing cash reserves, debt capacity, and potential future equity or debt financing, citing the recent **$4.68 million net proceeds** from a private placement[202](index=202&type=chunk)[205](index=205&type=chunk) [Item 3. Quantitative and Qualitative Disclosures about Market Risk](index=44&type=section&id=Item%203.%20Quantitative%20and%20Qualitative%20Disclosures%20about%20Market%20Risk) The company, as a smaller reporting company, is not required to provide quantitative and qualitative disclosures about market risk - As a **smaller reporting company**, Aeries Technology, Inc. is not required to provide the information for this item[216](index=216&type=chunk) [Item 4. Controls and Procedures](index=44&type=section&id=Item%204.%20Controls%20and%20Procedures) Management concluded that the company's disclosure controls and procedures were not effective as of June 30, 2024, due to identified material weaknesses in internal control over financial reporting, for which a remediation plan is being implemented - The CEO and CFO concluded that as of June 30, 2024, **disclosure controls and procedures were not effective** due to **material weaknesses in internal control over financial reporting**[217](index=217&type=chunk) - Identified **material weaknesses** are primarily attributable to: - Improper segregation of duties - Inadequate processes for timely recording of significant events and material transactions - Inadequate design and implementation of information, communication, and monitoring policies[219](index=219&type=chunk) - A **remediation plan** is underway to improve financial statement review processes, enhance communication with third-party providers, and implement additional procedures to ensure accuracy[220](index=220&type=chunk)[221](index=221&type=chunk) PART II - OTHER INFORMATION [Item 1. Legal Proceedings](index=46&type=section&id=Item%201.%20Legal%20Proceedings) The company reports that it is not currently involved in any material pending legal proceedings outside of ordinary routine litigation incidental to its business - Management is not currently aware of any **material pending legal proceedings**, except for ordinary routine litigation incidental to the business[227](index=227&type=chunk) [Item 1A. Risk Factors](index=46&type=section&id=Item%201A.%20Risk%20Factors) There have been no material changes to the risk factors previously disclosed in the company's Annual Report on Form 10-K for the fiscal year ended March 31, 2024 - There have been **no material changes** to the Company's Risk Factors as previously reported in the 2024 Form 10-K[228](index=228&type=chunk) [Item 2. Unregistered Sales of Equity Securities and Use of Proceeds](index=46&type=section&id=Item%202.%20Unregistered%20Sales%20of%20Equity%20Securities%20and%20Use%20of%20Proceeds) During the quarter, the company conducted two unregistered sales of equity securities, including a private placement of **2,261,778 Class A ordinary shares** for **$4.68 million** and the issuance of **54,074 'Adjustment Shares'** to vendors - On April 8, 2024, the Company sold **2,261,778 Class A ordinary shares** in a private placement for **net proceeds of approximately $4.68 million**[230](index=230&type=chunk) - The Company issued **54,074 'Adjustment Shares'** to vendors following a six-month anniversary of a settlement agreement from December 2023[231](index=231&type=chunk) [Item 3. Defaults Upon Senior Securities](index=46&type=section&id=Item%203.%20Defaults%20Upon%20Senior%20Securities) The company reported no defaults upon senior securities during the period - No defaults upon senior securities were reported[232](index=232&type=chunk) [Item 4. Mine Safety Disclosures](index=46&type=section&id=Item%204.%20Mine%20Safety%20Disclosures) This item is not applicable to the company - This item is not applicable to the company[233](index=233&type=chunk) [Item 5. Other Information](index=47&type=section&id=Item%205.%20Other%20Information) During the quarter ended June 30, 2024, no directors or officers adopted, modified, or terminated a Rule 10b5-1 trading arrangement or a non-Rule 10b5-1 trading arrangement - No directors or officers adopted, modified, or terminated a **Rule 10b5-1 trading arrangement** during the quarter[234](index=234&type=chunk) [Item 6. Exhibits](index=47&type=section&id=Item%206.%20Exhibits) This section lists all exhibits filed as part of the Quarterly Report on Form 10-Q, including certifications by the Principal Executive Officer and Principal Financial Officer, and interactive data files (XBRL) - The report includes several exhibits, such as the Amended & Restated Memorandum and Articles of Association, a Share Subscription Agreement, and **certifications required by the Sarbanes-Oxley Act of 2002**[237](index=237&type=chunk)

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K (Mark One) ☒ ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended March 31, 2024 or ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from __________ to __________ Commission File Number 001-40920 Aeries Technology, Inc. (Exact name of registrant as specified in its charter) Cayman Islands 98-1587626 (St ...

[PART I - FINANCIAL INFORMATION](index=4&type=section&id=PART%20I%20-%20FINANCIAL%20INFORMATION) [Interim Financial Statements](index=4&type=section&id=Item%201.%20Interim%20Financial%20Statements) Presents Aeries Technology, Inc.'s unaudited condensed financial statements for periods ending September 30, 2023 [Condensed Balance Sheets](index=4&type=section&id=Condensed%20Balance%20Sheets) As of September 30, 2023, total assets significantly decreased to $50.0 million from $235.1 million, primarily due to reduced marketable securities following share redemptions Condensed Balance Sheets Summary | Financial Metric | September 30, 2023 (Unaudited) | December 31, 2022 | | :--- | :--- | :--- | | **Assets** | | | | Cash | $8,412 | $48,126 | | Marketable securities held in Trust Account | $49,992,699 | $234,716,046 | | **Total Assets** | **$50,041,793** | **$235,076,820** | | **Liabilities & Equity** | | | | Total current liabilities | $9,386,482 | $4,010,139 | | Total liabilities | $10,388,122 | $4,967,616 | | Class A ordinary shares subject to possible redemption | $49,892,699 | $234,616,046 | | Total shareholders' deficit | ($10,239,028) | ($4,506,842) | [Condensed Statements of Operations](index=5&type=section&id=Condensed%20Statements%20of%20Operations) For the nine months ended September 30, 2023, the company reported a net loss of $1.02 million, a significant shift from a net income of $9.63 million in the prior year Condensed Statements of Operations Summary | Metric | Nine Months Ended Sep 30, 2023 | Nine Months Ended Sep 30, 2022 | | :--- | :--- | :--- | | General and administrative expenses | $5,344,586 | $2,101,731 | | Loss from operations | ($5,344,586) | ($2,101,731) | | Change in fair value of derivative warrant liabilities | ($387,600) | $10,404,000 | | Gain on marketable securities in Trust Account | $4,711,256 | $1,121,345 | | **Net (loss) income** | **($1,020,930)** | **$9,626,072** | [Condensed Statements of Cash Flows](index=7&type=section&id=Condensed%20Statements%20of%20Cash%20Flows) For the nine months ended September 30, 2023, net cash used in financing activities was $189.5 million, largely offset by investing activities, resulting in a net decrease in cash of $39,714 Condensed Statements of Cash Flows Summary | Cash Flow Activity | Nine Months Ended Sep 30, 2023 | Nine Months Ended Sep 30, 2022 | | :--- | :--- | :--- | | Net cash provided by (used in) operating activities | $33,723 | ($409,734) | | Net cash provided by investing activities | $189,434,603 | $0 | | Net cash used in financing activities | ($189,508,040) | $0 | | **Net decrease in cash** | **($39,714)** | **($409,734)** | [Notes to Unaudited Condensed Financial Statements](index=8&type=section&id=Notes%20to%20Unaudited%20Condensed%20Financial%20Statements) Details the company's SPAC formation, IPO, Business Combination Agreement, share redemptions, and going concern status - The company entered into a Business Combination Agreement with Aark Singapore Pte. Ltd. on **March 11, 2023**[30](index=30&type=chunk) - In April 2023, holders of **18,281,946 Class A shares** redeemed them for approximately **$189.4 million**, reducing the Trust Account balance to **$48.9 million**[31](index=31&type=chunk) - The deadline to complete a business combination was extended to **April 22, 2024**, raising substantial doubt about the company's ability to continue as a going concern due to mandatory liquidation requirements[32](index=32&type=chunk)[40](index=40&type=chunk) - Subsequent to the quarter end, on **November 6, 2023**, the company consummated its Business Combination and changed its name from Worldwide Webb Acquisition Corp. to Aeries Technology, Inc.[112](index=112&type=chunk) [Management's Discussion and Analysis of Financial Condition and Results of Operations](index=25&type=section&id=Item%202.%20Management%27s%20Discussion%20and%20Analysis%20of%20Financial%20Condition%20and%20Results%20of%20Operations) Discusses the company's blank check status, $1.0 million net loss, liquidity, and going concern issues due to the April 2024 liquidation deadline [Results of Operations](index=26&type=section&id=Results%20of%20Operations) The company has not generated any revenue since inception, reporting a net loss of $1,020,930 for the nine months ended September 30, 2023 Results of Operations Summary | Metric | Nine Months Ended Sep 30, 2023 | Nine Months Ended Sep 30, 2022 | | :--- | :--- | :--- | | General and administrative expenses | $5,344,586 | $2,101,762 | | Change in fair value of derivative warrant liabilities | ($387,600) | $10,404,000 | | Gain on marketable securities in Trust Account | $4,711,256 | $1,121,245 | | **Net (loss) income** | **($1,020,930)** | **$9,626,072** | [Liquidity, Capital Resources and Going Concern Considerations](index=27&type=section&id=Liquidity%2C%20Capital%20Resources%20and%20Going%20Concern%20Considerations) As of September 30, 2023, the company had $8,412 in cash and $49.9 million in its Trust Account, facing a mandatory liquidation deadline of April 22, 2024 - As of September 30, 2023, the company had cash of **$8,412** and marketable securities held in the Trust Account of **$49,992,699**[127](index=127&type=chunk)[128](index=128&type=chunk)[131](index=131&type=chunk) - The company must consummate a Business Combination by **April 22, 2024**, or face mandatory liquidation, which raises substantial doubt about its ability to continue as a going concern[132](index=132&type=chunk) - The Sponsor may provide up to **$1,500,000** in working capital loans, convertible into warrants identical to the Private Placement Warrants[129](index=129&type=chunk)[136](index=136&type=chunk) [Quantitative and Qualitative Disclosures about Market Risk](index=30&type=section&id=Item%203.%20Quantitative%20and%20Qualitative%20Disclosures%20about%20Market%20Risk) The company is not subject to material market or interest rate risk as its funds are invested in short-term U.S. government obligations or money market funds - The company's funds are invested in U.S. government obligations with maturities of **185 days or less** or in money market funds that invest solely in U.S. treasuries, resulting in no material exposure to interest rate risk[142](index=142&type=chunk) [Controls and Procedures](index=30&type=section&id=Item%204.%20Control%20and%20Procedures) Management concluded that disclosure controls and procedures were not effective as of September 30, 2023, due to a material weakness in financial statement review - Management concluded that disclosure controls and procedures were **not effective** as of the end of the quarter[143](index=143&type=chunk) - A material weakness in internal control over financial reporting was identified related to the review of financial statements[144](index=144&type=chunk) - The company plans to remediate the weakness by enhancing processes for reviewing financial statements, including increased communication with third-party service providers[146](index=146&type=chunk) [PART II - OTHER INFORMATION](index=31&type=section&id=PART%20II%20-%20OTHER%20INFORMATION) [Legal Proceedings](index=31&type=section&id=Item%201.%20Legal%20Proceedings) The company reports that there are no legal proceedings - None[149](index=149&type=chunk) [Risk Factors](index=31&type=section&id=Item%201A.%20Risk%20Factors) The company states there have been no material changes to the risk factors previously disclosed in its annual report on Form 10-K - There have been no material changes in the risk factors discussed in the company's annual report[150](index=150&type=chunk) [Unregistered Sales of Equity Securities and Use of Proceeds](index=31&type=section&id=Item%202.%20Unregistered%20Sales%20of%20Equity%20Securities%20and%20Use%20of%20Proceeds) The company reports no unregistered sales of equity securities or use of proceeds during the period - None[151](index=151&type=chunk) [Other Information](index=31&type=section&id=Item%205.%20Other%20Information) The company reports no other information required to be disclosed - None[154](index=154&type=chunk) [Exhibits](index=32&type=section&id=Item%206.%20Exhibits) This section lists the exhibits filed with the Form 10-Q, including the Business Combination Agreement and officer certifications - Key exhibits filed include the Business Combination Agreement and certifications from the Principal Executive Officer and Principal Financial Officer[157](index=157&type=chunk)

Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q (MARK ONE) ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarter ended June 30, 2023 ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 (415) 629-9066 (Issuer's telephone number, including area code) Securities registered pursuant to Section 12(b) of the Act: For the transition period from to Commission file number: 00 ...