Aeries Technology, Inc.
For the period ended Jun 30, 2025. Filed Aug 14, 2025.
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A company's report for each of its first three quarters. The financial statements are not audited. It shows how the business has moved since the last annual report, and what management says changed.
Jun 30, 2025 · Filed Aug 14, 2025
AERT$5.43-2.3%Stored close · as of Nov 6, 2026
What changed in Management’s Discussion and Analysis?
Read the current filingPrevious report: 10-Q
Period ended 2024-12-31; filed 2025-02-14.
0001829126-25-001004
Item 2. Management’s Discussion and Analysis of Financial Condition and Results of OperationsCurrent report: 10-Q
Period ended 2025-06-30; filed 2025-08-14.
0001829126-25-006238
Item 2. Management’s Discussion and Analysis of Financial Condition and Results of OperationsThe baseline is this issuer’s latest earlier reporting period of the same form that was filed before the current report. A previous 10-Q is a different quarter, not a year-over-year comparison. Amendments are excluded.
Compared 100 previous paragraphs and 85 current paragraphs.
44 unchanged; 34 reworded; 7 added; 20 removed; 2 previous and 0 current paragraphs rearranged.
Tables are not compared: 11 previous and 7 current tables excluded. Dates, whitespace, punctuation and numbering changes are ignored; changes to financial figures remain significant.
A changed paragraph is not evidence that risk increased or decreased. An unchanged paragraph does not establish that risk stayed the same.
Added paragraphs (7)
Current report
Our solutions are purpose-built to help clients unlock business value—enhancing revenue growth through accelerated innovation and improved customer experience, while also driving operating efficiency through optimized cost structures and scalable delivery. Aeries-built GCCs serve as strategic platforms through which clients can adopt and embed the latest technologies, including artificial intelligence, advanced analytics, and modern enterprise tools and practices. Clients maintain strategic oversight and operational control, with the flexibility to adapt GCC ownership structures as business needs evolve. Through our integrated model, Aeries enables organizations to move faster, serve customers better, and build long-term enterprise value.
Current report
For information about the risks we face, see “Risk Factors.”
Current report
For the three months ended June 30, 2025, our cost of revenue decreased by $1.11 million or 9%, to $11.55 million from $12.66 million for the three months ended June 30, 2024. The primary drivers for the reduction included a $1.09 million decrease in employee compensation and benefits, and $0.24 million decrease in depreciation and fees paid to external consultants. These costs reductions were offset by a $0.22 million increase on account of rent and administrative cost.
Current report
For the three months ended June 30, 2025, our gross profit margin increased by 50 basis points compared to the three months ended June 30, 2025. The marginal increase in Gross Profit Margin was primarily attributed to higher reduction in cost of revenue driven by reduction in employee compensation costs, in proportion to the decrease in revenue
Current report
Selling, general, and administrative expenses decreased by $17.47 million, or 86%, to $2.96 million for the three months ended June 30, 2025, compared to $20.43 million for the same period in 2024. This significant decrease was primarily driven by a $12.75 million reduction in stock-based compensation expenses, a $0.96 million decrease in employee benefit costs, and a $1.00 million decline in expected credit loss provisioning during the current period. These savings were partially offset by a $2.76 million increase in professional and other administrative expenses.
Current report
The income tax expense for the three months ended June 30, 2025 was $0.33 million, representing a decline of $1.42 million or 130% compared to the income tax benefit of $1.09 million for the three months ended June 30, 2024. For the three months ended June 30, 2024, the effective tax rate was favorably impacted by a significant increase in the recognition of deferred tax benefits related to losses in certain subsidiaries operating in jurisdictions with lower tax rates. This resulted in a lower effective tax rate compared to the three months ended June 30, 2025, during which such benefits were not recognized to the same extent.
Current report
Financing Activities - Net cash used in financing activities during the three months ended June 30, 2025 was $1.15 million, primarily from net repayment of short-term borrowings of $1.11 million.
Removed paragraphs (20)
Previous report
For the three months ended December 31, 2024, our cost of revenue increased by $0.7 million or 6%, to $13.6 million from $12.9 million for the three months ended December 31, 2023. The primary drivers of the increase included a $1.6 million increase in employee compensation and benefits, including bonuses and a $0.3 million increase in administrative cost, rent and legal & professional fees. These cost increases were offset by a $1.2 million decrease in cost related to fees to external consultants.
Previous report
For the three months ended December 31, 2024, our gross profit margin decreased by 900 basis points compared to the three months ended December 31, 2023. The decrease was primarily attributed to decrease in business from the project-based consulting business, which typically yield higher margins due to billing being based on fixed hourly rates.
Previous report
Selling, general and administrative expenses increased by $3.9 million, or 73% to $9.2 million for the three months ended December 31, 2024, compared to $5.3 million for the three months ended December 31, 2023. This significant increase was primarily driven by a $2.1 million provisions for expected credit loss on customer receivables. Additionally, employee compensation and benefits increased by $1.4 million due to new hires and $0.4 million due to travel cost and other administrative cost.
Previous report
Income tax expense / (benefit) for the three months ended December 31, 2024, was $(1.4) million, a $1.9 million or 359% decrease compared to provision of income taxes of $0.6 million for the three months ended December 31, 2023. The decrease 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 three months ended December 31, 2024.
Previous report
Comparison of the Nine Months Ended December 31, 2024 and 2023
Previous report
Revenue, net
Previous report
Cost of Revenue
Previous report
For the nine months ended December 31, 2024, our cost of revenue increased by $2.0 million or 5%, to $39.5 million from $37.5 million for the nine months ended December 31, 2023. The primary drivers of the increase included a $4.9 million increase in employee compensation and benefits and a $0.7 million increase in rent, repairs and maintenance and administrative expenses. These cost increases were offset by a $3.6 million decrease in cost related to fees to external consultants.
Previous report
Gross Profit
Previous report
For the nine months ended December 31, 2024, our gross profit decreased by $3.7 million or 24%, compared to the nine months ended December 31, 2023. The lower gross profit was primarily due to flat revenue showing a $1.7 million decrease, coupled with a $2.0 million increase in cost of revenue mainly due to the increased compensation costs and benefits, offset by decrease in cost related to fees to external consultants.
Previous report
Gross Profit Margin
Previous report
For the nine months ended December 31, 2024, our gross profit margin decreased by 600 basis points compared to the nine months ended December 31, 2023. The decrease was primarily attributed to decrease in business from the project-based consulting business, which typically yield higher margins due to billing being based on fixed hourly rates.
Previous report
Selling, general and administrative expenses
Previous report
Selling, general and administrative expenses increased by $25.0 million, or 203% to $37.3 million for the nine months ended December 31, 2024, compared to $12.3 million for the nine months ended December 31, 2023. This significant increase was primarily driven by a $11.1 million increase in stock-based compensation related expense, a $2.4 million increase in legal and professional charges, a $5.7 million provisions for expected credit loss on customer receivables and a $1.2 million increase due to director fees, insurance cost, rates and taxes. Additionally, employee compensation and benefits increased by $4.6 million due to increased hiring, resulting in increased personnel related costs, and travel expenses.
Previous report
Total Other Income / (expense), net
Previous report
Total other income / (expense), net was $7.0 million for the nine months ended December 31, 2024 compared to $(16.4) million for the nine months ended December 31, 2023, a $23.5 million and 143% change.
Previous report
Income tax expenses / (benefit)
Previous report
Income tax expense / (benefit) for the nine months ended December 31, 2024, was $(3.0) million, a $4.5 million or 310% decrease compared to provision of income taxes of $1.5 million for the nine months ended December 31, 2023. The decrease 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.
Previous report
We define Core Adjusted EBITDA as Adjusted EBITDA less EBITDA from non-core business. Our core business includes GCC services provided to private equity-backed companies, primarily in North America, characterized by long-term relationships, recurring contracts, and multi-year revenue streams. In contrast, our non-core business includes consulting services, primarily for customers in the Middle East, which typically involve one-time engagements with extended collection cycles. Moving forward, we aim for the majority of our revenue to be generated from our core business, and we do not plan to enter into new customer contracts outside North America.
Previous report
Net cash provided by financing activities during the nine months ended December 31, 2023 was $6.5 million, primarily from proceeds from Business Combination of $8.7 million, the net proceeds from short-term debt of $1.7 million and proceeds from long-term debt of $0.6 million; offset by the repayment of long-term debt of $0.4 million, payment of deferred transaction costs of $2.1 million, payment of promissory note liability of $1.5 million, payment of insurance financing liability of $0.2 million and payment of finance lease obligation of $0.3 million.
Reworded paragraphs (34)
Previous wording
You should read the following discussion and analysis together with our condensed consolidated financial statements and the related notes included elsewhere in this Form 10-Q. Among other things, the condensed consolidated financial statements include more detailed information regarding the basis of presentation for the financial data than included in the following discussion.
Current wording
You should read the following discussion and analysis together with our condensed consolidated financial statements and the related notes included elsewhere in this quarterly report on Form 10-Q. Among other things, the condensed consolidated financial statements include more detailed information regarding the basis of presentation for the financial data than included in the following discussion.
Previous wording
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 31,2024. 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 quarterly report. 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 quarterly report.
Current wording
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. 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 quarterly report. 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 quarterly report.
Previous wording
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, following the consummation of the Business Combination.
Current wording
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 Aeries Technology, Inc. and its consolidated subsidiaries.
Previous wording
Aeries Technology is a global provider of professional and management services and technology consulting, specializing in the establishment and management of dedicated delivery centers known as “Global Capability Centers” (“GCCs”) for portfolio companies of private equity firms and mid-market enterprises. Our engagement models are designed to provide a mix of deep vertical specialty, functional expertise, and digital systems and solutions to scale, optimize and transform a client’s business operations. By leveraging AI, implementing process improvements, and recruiting talent in cost-effective geographies, we are positioned to deliver significant cost savings to our clients. With over a decade of experience, we are committed to delivering transformative business solutions that drive operational efficiency, innovation, and strategic growth.
Current wording
Aeries Technology is a global provider of professional and technology consulting services to portfolio companies of private equity firms and middle-market companies, specializing in the design, set-up and management of Global Capability Centers (“GCCs”) for our clients. Our offerings are designed to provide a mix of deep vertical specialty, functional expertise, and digital systems and solutions offering end-to-end coverage for the entire GCC lifecycle to scale, optimize and transform a client’s business operations. By leveraging artificial intelligence (“AI”), implementing process improvements, and recruiting talent in cost-effective geographies, we are positioned to deliver significant cost savings to our clients. With over a decade of experience, we are committed to delivering transformative business solutions that drive operational efficiency, innovation, and strategic growth, to positively impact value creation for our clients.
Previous wording
Our clients also use our services to manage their organizational operations, including software development, information technology, data analytics, cybersecurity, finance, human resources, customer service and operations. We hire appropriate talent and personnel on our payroll for deployment on client operations. We work with our clients collaboratively to select the appropriate candidates and create functional alignment with the clients’ organizations. While our talent becomes an extension of our clients’ team, Aeries continues to provide them with the opportunity for promotion, recognition and career path progression, which we believe results in higher employee satisfaction and lower voluntary attrition rates. We manage the regulatory, tax, recruiting, human resources compliance and branding for each of our GCCs.
Current wording
Our clients also use our services to manage their organizational operations, including application engineering, information technology, data analytics, cybersecurity, finance, human resources, customer service and operations. We hire appropriate talent and personnel on our payroll for deployment on client operations. We work with our clients collaboratively to select the appropriate candidates and create functional alignment with the clients’ organizations. While our talent becomes an extension of our clients’ team, Aeries continues to provide them with the opportunity for promotion, recognition and career path progression, which we believe results in higher employee satisfaction and lower voluntary attrition rates. We manage the regulatory, tax, recruiting, human resources compliance and branding for each of our GCCs.
Previous wording
Our purpose-built business model aims to create a more flexible and cost-effective talent pool for deployment on clients’ operations, while fostering innovation through strategic alignment at senior levels and visibility across the organization. The model also aims to insulate our clients from regulatory and tax issues and provides flexibility in scaling teams up or down based on their changing business needs. We are committed to delivering best practices and success factors by leveraging our visibility into successful strategies from multiple companies, addressing many of the deficiencies associated with the traditional outsourcing and offshoring models.
Current wording
Our business model aims to create a more flexible and cost-effective talent pool for deployment on clients’ operations, while fostering innovation through strategic alignment at senior levels and visibility across the organization. The model also aims to insulate our clients from regulatory and tax issues and provides flexibility in scaling teams up or down based on their changing business needs. We are committed to delivering best practices and success factors by leveraging our visibility into successful strategies from multiple companies, addressing many of the deficiencies associated with the traditional outsourcing and offshoring models.
Previous wording
Our current markets are North America, Asia Pacific, and the Middle East, with a primary focus on the United States. Within these regions we are focused on two primary areas, the private equity ecosystem and the mid-market enterprises.
Current wording
The markets that we currently operate in are North America and Asia Pacific, but our primary focus is North America, especially the private equity ecosystem and the mid-market enterprises.
Previous wording
Companies are looking out for service providers who not only have the experience and expertise in providing the right-sized solution in this age of ever shortening business cycles but also a trusted partner with a transparent engagement model to lead the customers through the digital transformation journey. Aeries’ model is purpose-built to provide this experience, expertise and transparent engagement model to accelerate and enhance our clients’ businesses.
Current wording
Companies are looking for vendors who not only have the experience and expertise in providing the right-sized solution in this age of ever shortening business cycles but also serve as a trusted partner with a transparent engagement model to handhold them through their digital transformation journey. Aeries’ model is designed to deliver this experience, expertise and transparent engagement approach to accelerate and enhance our clients’ business.
Previous wording
Our operational performance is influenced by prevailing economic conditions, including macroeconomic conditions, the overall inflationary climate, and business sentiment. During the three months ended December 31, 2024, 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, and increased volatility in foreign currency exchange rates. These factors have impacted and may continue to impact our business operations.
Current wording
Our operational performance is influenced by prevailing economic conditions, including macroeconomic conditions, the overall inflationary climate, and business sentiment. During the three months ended June 30, 2025, 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.
Previous wording
Currently, the Company is liable to pay income tax in India, Mexico, Singapore, and the United States. In India, the Company has 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 condensed 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.
Current wording
Currently, the Company is liable to pay income tax in India, Mexico, Singapore, and the United States. In India, the Company has 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.
Previous wording
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. In May 2023, Aeries amended its revolving credit facility (“Amended Credit Facility”), whereby the total borrowing capacity was increased to $3.7 million (at the exchange rate in effect on December 31, 2024), with Kotak Mahindra Bank. The revolving facility is available for Aeries’ operational requirements. The interest rate is equal to the 6 months Marginal Cost of Funds based Lending Rate (“MCLR”) plus a margin of 0.80% as of December 31, 2024 and March 31, 2024, 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 rates and the interest rate charged by the bank will affect the financing cost basis and the overall cost of borrowing.
Current wording
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 June 30, 2025, the Company had a revolving credit facility with Kotak Mahindra Bank of INR 320,000 (or approximately $3,741 at the exchange rate in effect on June 30, 2025). 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 0.80% as of June 30, 2025 and March 31, 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 Repo rate and the interest rate charged by the bank will affect the financing cost basis and the overall cost of borrowing.
Previous wording
Aeries also has an outstanding unsecured loan from director of Aeries Technology Group Business Accelerators Pvt Ltd., Mr. Vaibhav Rao, amounting to $0.8 million at an interest rate of 10% per annum. The principal amount of the loan was outstanding in entirety as of and for the period ended December 31, 2024 and 2023, and year ended March 31, 2024.
Current wording
Aeries also has an outstanding unsecured loan from director of Aeries Technology Group Business Accelerators Pvt Ltd., Mr. Vaibhav Rao, amounting to $0.8 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 June 30, 2025 and 2024, and year ended March 31, 2025.
Previous wording
On December 7, 2022, the Company entered into a vehicle loan, secured by the vehicle, for INR 11.5 million (or approximately $0.1 at the exchange rate in effect on December 31, 2024) 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.
Current wording
On December 7, 2022, the Company entered into a vehicle loan, secured by the vehicle, for INR 11.5 million (or approximately $0.13 million at the exchange rate in effect on June 30, 2025) at 10.75% from Mercedes-Benz Financial Services India Pvt. Ltd. The Company is required to repay the loan in 48 monthly instalments beginning January 4, 2023.
Previous wording
On August 2, 2024, the Company entered into a vehicle loan, secured by the vehicle, for INR 8.2 million (or approximately $0.1 at the exchange rate in effect on December 31, 2024) 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.
Current wording
On August 2, 2024, the Company entered into a vehicle loan, secured by the vehicle, for INR 8.2 million (or approximately $0.10 million at the exchange rate in effect on June 30, 2025) at 10.25% from Mercedes-Benz Financial Services India Pvt. Ltd. The Company is required to repay the loan in 48 monthly instalments beginning September 4, 2024.
Previous wording
For the three months ended December 31, 2024, our revenue on a consolidated basis decreased by $1.3 million or 7%, to $17.6 million from $18.9 million for the three months ended December 31, 2023. We experienced revenue growth of $4.8 million primarily due to the addition of new clients and increase in business from existing clients, which was offset by a $6.1 million decrease in revenue due to the ramp-down in our existing client engagements and the completion and closure of certain consulting projects.
Current wording
For the three months ended June 30, 2025, our revenue on a consolidated basis decreased by $1.34 million or 8%, to $15.33 million from $16.67 million for the three months ended June 30, 2024. We experienced revenue reduction of $4.26 million due to the ramp-down in our existing client engagements and the completion and closure of certain consulting projects which was offset by a $2.92 million primarily due to the addition of new clients and increase in business from existing clients.
Previous wording
For the three months ended December 31, 2024, our gross profit decreased by $2.0 million or 33%, compared to the three months ended December 31, 2023. The lower gross profit was primarily due to decline in revenue showing 1.3 million decrease, against increase of $0.7 million in cost of revenue mainly due to the increased compensation costs and benefits offset by decrease in cost related to fees to external consultants.
Current wording
For the three months ended June 30, 2025, our gross profit decreased by $0.23 million or 6%, compared to the three months ended June 30, 2024. The lower gross profit was primarily due to decline in revenue of $1.34 million, offset by a decrease of $1.11 million in cost of revenue mainly due to the decrease in employee compensation costs offset by increase on account of rent and administrative cost.
Previous wording
Total other income / (expense), net was $5.8 million for the three months ended December 31, 2024 compared to $16.5 million for the three months ended December 31, 2023, a $22.2 million and 135% change primarily due to a change in the fair value of the forward purchase agreement put option liability.
Current wording
Total other income/ (expense), net was $1.18 million for the three months ended June 3, 2025 compared to $0.01 million for the three months ended June 30, 2024, a $1.17 million and 9792% change primarily due to a change in the fair value of the forward purchase agreement put option liability.
Previous wording
We use non-GAAP financial information and believe it is useful to investors as it provides additional information to facilitate comparisons of historical operating results, identify trends in our underlying operating results and provide additional insight and transparency on how we evaluate the business. We use non-GAAP financial measures to budget, make operating and strategic decisions, and evaluate our performance. We have detailed the non-GAAP adjustments that we make in our non-GAAP definitions below. The adjustments generally fall within the categories of non-cash items, other than costs related to the 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. We believe the non-GAAP measures presented herein should always be considered along with, and not as a substitute for or superior to, the related US GAAP financial measures. We have provided the reconciliations between the US GAAP and non-GAAP financial measures below, and we also discuss our underlying US GAAP results throughout the Management’s Discussion and Analysis of Financial Condition and Results of Operations section. The non-GAAP financial measures we present may differ from similarly captioned measures presented by other companies. Investors are encouraged to review the related GAAP financial measures and the reconciliation of these non-GAAP financial measures to their most directly comparable GAAP financial measures, and not to rely on any single financial measure to evaluate our business.
Current wording
We use non-GAAP financial information and believe it is useful to investors as it provides additional information to facilitate comparisons of historical operating results, identify trends in our underlying operating results and provide additional insight and transparency as to how we evaluate the business. We use non-GAAP financial measures to budget, make operating and strategic decisions, and evaluate our performance. We have detailed the non-GAAP adjustments that we make in our non-GAAP definitions below. The adjustments generally fall within the categories of non-cash items, other than costs related to the 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. We believe the non-GAAP measures presented herein should always be considered along with, and not as a substitute for or superior to, the related US GAAP financial measures. We have provided the reconciliations between the US GAAP and non-GAAP financial measures below, and we also discuss our underlying US GAAP results throughout the Management’s Discussion and Analysis of Financial Condition and Results of Operations section. The non-GAAP financial measures we present may differ from similarly captioned measures presented by other companies. Investors are encouraged to review the related GAAP financial measures and the reconciliation of these non-GAAP financial measures to their most directly comparable GAAP financial measures, and not to rely on any single financial measure to evaluate our business.
Previous wording
Adjusted EBITDA and Core Adjusted EBITDA
Current wording
Adjusted EBITDA and Adjusted EBITDA Margin
Previous wording
We define Adjusted EBITDA as net income from operations before interest, income taxes, depreciation and amortization, further adjusted to exclude stock-based compensation, M&A transaction-related costs, and changes in fair value of derivative liabilities.
Current wording
We define Adjusted EBITDA as net income from operations before interest, income taxes, depreciation and amortization, further adjusted to exclude stock-based compensation, Business Combination-related costs, 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.
Previous wording
Adjusted EBITDA and Core Adjusted EBITDA are key performance indicators 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’s 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.
Current wording
We believe these non-GAAP measures provide 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 expenditure planning.
Previous wording
The following table provides a reconciliation from net income (US GAAP measure) to Adjusted EBITDA, Core Adjusted EBITDA and Adjusted EBITDA margin for the three and nine months ended December 31, 2024, and 2023 (in thousands):
Current wording
The following table provides a reconciliation from net income / (loss) (US GAAP measure) to Adjusted EBITDA, and Adjusted EBITDA margin for the period ended June 30, 2025, and 2024 (in thousands):
Previous wording
Some of the limitations of Adjusted EBITDA and Core Adjusted EBITDA 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; and (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 three and nine months ended December 31, 2024, and Business Combination related costs for the three and nine months related December 31, 2023, (ix) change in fair value of derivative liabilities. Additionally, the Core Adjusted EBITDA does not reflect the provision for expected credit loss / (profit) from non-core business.
Current wording
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) 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 period ended June 30, 2025, and Business Combination related costs for the year ended related June 30, 2024, and (viii) change in fair value of derivative liabilities and FPA put option liabilities.
Previous wording
The Company has historically financed its operations and expansions primarily with cash generated from operations and the revolving credit facility from Kotak Mahindra Bank. As at December 31, 2024, the Company had a balance of $ 2.4 million in cash and cash equivalents, and also generated overall positive cash flows for the nine months ended December 31, 2024. Management expects to have sufficient cash from the operations, cash reserves and debt capacity for the next 12 months and for the foreseeable future to finance our operations, growth, expansion plans. However, this expectation assumes that the FPA liabilities will not require immediate cash settlement. If an immediate cash settlement is required for the remaining FPA liabilities, the Company may lack the necessary financial resources to sustain operations during this period.
Current wording
The Company has historically financed its operations and expansions primarily with cash generated from operations and the revolving credit facility from Kotak Mahindra Bank. As of June 30, 2025, the Company had a balance of $2.14 million in cash and cash equivalents and also generated overall positive cash flows for the period ended June 30, 2025. Management expects to have sufficient cash from the operations, cash reserves and debt capacity for the next 12 months and for the foreseeable future to finance our operations, growth, expansion plans. However, this expectation assumes that the FPA liabilities will not require immediate cash settlement. If an immediate cash settlement is required for the remaining FPA liabilities, the Company may lack the necessary financial resources to sustain operations during this period.
Previous wording
The Company’s ability to continue as a going concern is dependent upon, among other things, successfully executing its mitigation plan, which includes (i) raising additional funds from existing or new credit facilities, (ii) raising equity or equity linked capital, (iii) restructuring current liabilities into equity or long-term obligations, and (iv) further reducing non-core expenses with a renewed focus on organic growth in the core geography 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, there is no guarantee of the success of these efforts.
Current wording
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, and (iv) 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. Moreover, we have generated positive operating cashflow of $1.37 million for this quarter and 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.
Previous wording
Cash Flow for the Nine Months ended December 31, 2024 and 2023
Current wording
Cash Flow for the Three Months ended June 30, 2025 and 2024
Previous wording
The following table presents net cash provided by operating activities, investing activities and financing activities for the Nine months ended December 31, 2024, and 2023 (in thousands):
Current wording
The following table presents net cash provided by operating activities, investing activities and financing activities for the three months ended June 30, 2025, and 2024 (in thousands):
Previous wording
Analysis of Cash Flow Changes between the nine months ended December 31, 2024 and 2023
Current wording
Analysis of Cash Flow Changes between the three months ended June 30, 2025 and 2024
Previous wording
Operating Activities - The $1.9 million decrease in net cash provided by operating activities for the nine months ended December 31, 2024 as compared to the nine months ended December 31, 2023. The overall decrease was primarily related to a decrease in net income by $0.7 million, decrease attributable to adjustments related to change in fair value of derivative warrant liabilities, FPA put option liability, stock-based compensation expense, provision for expected credit loss and gain on settlement of forward purchase agreement put option liability by $9.7 million; partially offset by a $8.4 million increase in cash flow from better working capital management.
Current wording
Operating Activities – There is a $3.09 million increase in net cash from operating activities for the three months ended June 30, 2025 as compared to the three months ended June 30, 2024. The overall increase is primarily attributable to an increase in net profitability and better working capital management by $17.05 million. This increase was offset by 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 by $13.96 million.
Previous wording
Investing Activities - Net cash used in investing activities during the nine months ended December 31, 2024 was $1.3 million, of which $1.3 million was used for the purchase of property and equipment and $1.4 million was used for the issuance of loans to affiliates, offset by $1.4 million generated from loan repayments received from affiliates.
Current wording
Investing Activities - Net cash used in investing activities during the three months ended June 30, 2025 was $0.87 million, of which $0.26 million was used for the purchase of property and equipment and $0.61 million was used for fixed deposit with banks.
Previous wording
Net cash used in investing activities during the nine months ended December 31, 2023 was $1.1 million, of which $1.1 million was used for the purchase of property and equipment and $1.7 million was used for the issuance of loans to affiliates, offset by $1.7 million generated from loan repayments received from affiliates.
Current wording
Net cash used in investing activities during the three months ended June 30, 2024 was $0.60 million, of which $0.37 million was used for the purchase of property and equipment and $0.27 million was used for the issuance of loans to affiliates, offset by $0.04 million generated from loan repayments received from affiliates.
Previous wording
Financing Activities - Net cash provided by financing activities during the nine months ended December 31, 2024 was $3.3 million, primarily from proceeds of the PIPE transaction of $4.7 million, and proceeds from long-term debt of $1.5 million; offset by the repayment of long term debt of $1.4 million and short-term debt of $0.7 million, payment of insurance financing liability of $0.4 million and payment of finance lease obligation of $0.3 million.
Current wording
Net cash generated by financing activities during the three months ended June 30, 2024 was $4.38 million, primarily from proceeds of the PIPE transaction of $4.67 million, and proceeds from long-term debt of $0.24 million; offset by the repayment of short-term debt of $0.20 million, payment of insurance financing liability of $0.22 million and payment of finance lease obligation of $0.12 million.
Previous wording
The following is a summary of the basis of preparation and significant accounting policies which have been applied in the preparation of the accompanying condensed consolidated financial statements. The accounting policies have been applied consistently in preparation of these condensed 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, 2024 and 2023.
Current wording
The following is a summary of the basis of preparation and significant accounting policies which have been applied in the preparation of the accompanying condensed consolidated financial statements. The accounting policies have been applied consistently in preparation of these condensed consolidated financial statements. A full description of significant accounting policies is provided in our consolidated financial statements for the fiscal years ended March 31, 2025 and 2024.
Previous wording
Our discussion and analysis of financial condition and results of operations are based upon our condensed consolidated financial statements included elsewhere in this Quarterly Report. The preparation of our condensed consolidated financial statements in accordance with US GAAP requires us to make estimates and assumptions that affect the reported amounts of assets, liabilities, revenue and expenses. Our critical accounting policies are those that materially affect our condensed consolidated financial statements and involve difficult, subjective or complex judgments by management. A thorough understanding of these critical accounting policies is essential when reviewing our condensed consolidated financial statements. We believe the current assumptions, judgments and estimates used to determine amounts reflected in our condensed consolidated financial statements are appropriate; however, actual results may differ under different conditions. This discussion and analysis should be read in conjunction with our condensed consolidated financial statements and related notes included in this document. Refer to “Critical Accounting Policies and Estimates” contained in Part II, Item 7 of our annual report on Form 10-K for the year ended March 31, 2024 (the “2024 Form 10-K”) for a complete discussion of our critical accounting estimates. There have been no material changes to the Company’s critical accounting estimates since the 2024 Form 10-K.
Current wording
Our discussion and analysis of financial condition and results of operations are based upon our condensed consolidated financial statements included elsewhere in this Quarterly Report. The preparation of our condensed consolidated financial statements in accordance with US GAAP requires us to make estimates and assumptions that affect the reported amounts of assets, liabilities, revenue and expenses. Our critical accounting policies are those that materially affect our condensed consolidated financial statements and involve difficult, subjective or complex judgments by management. A thorough understanding of these critical accounting policies is essential when reviewing our condensed consolidated financial statements. We believe the current assumptions, judgments and estimates used to determine amounts reflected in our condensed consolidated financial statements are appropriate; however, actual results may differ under different conditions. This discussion and analysis should be read in conjunction with our condensed consolidated financial statements and related notes included in this document. Refer to “Critical Accounting Policies and Estimates” contained in Part II, Item 7 of our annual report on Form 10-K for the year ended March 31, 2025 (the “2025 Form 10-K”) for a complete discussion of our critical accounting estimates. There have been no material changes to the Company’s critical accounting estimates since the date of the filing of the 2025 Form 10-K.
Rearranged previous paragraphs (2)
Previous report — wording carried elsewhere
The following table presents selected financial data for the nine months ended December 31, 2024, and 2023 (in thousands, except percentages):
Previous report — wording carried elsewhere
For the nine months ended December 31, 2024, our revenue on a consolidated basis decreased by $1.7 million or 3%, to $51.1 million from $52.8 million for the nine months ended December 31, 2023. We experienced revenue growth of $13.9 million primarily due to the addition of new clients and business from existing clients, which was offset by a $15.6 million decrease in revenue due to the ramp-down in our existing client engagements and the completion and closure of certain consulting projects.