Aeries Technology, Inc.

Previous wording

Our operational performance is influenced by prevailing economic conditions, including macroeconomic conditions, the overall inflationary climate, and business sentiment. During the three & six months ended September 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.

Current wording

Our operational performance is influenced by prevailing economic conditions, including macroeconomic conditions, the overall inflationary climate, and business sentiment. During the three and nine months ended December 31, 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

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 September 30, 2025, the Company had a revolving credit facility with Kotak Mahindra Bank of INR 3.20 million (or approximately $3,604 at the exchange rate in effect on September 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 September 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.

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 December 31, 2025, the Company had a revolving credit facility with Kotak Mahindra Bank of INR 320 million (or approximately $3.56 million at the exchange rate in effect on December 31, 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 December 31, 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 12% per annum. The principal amount of the loan was outstanding in entirety as of and for the period ended September 30, 2025 and 2024, and year ended March 31, 2025.

Current wording

Aeries also has an outstanding unsecured loan from director of Aeries Technology Group Business Accelerators Pvt Ltd. (“ATGBA”), 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 December 31, 2025 and 2024, and year ended March 31, 2025.

Previous wording

For the three months ended September 30, 2025, our revenue on a consolidated basis increased by $0.49 million or 3%, to $17.36 million from $16.87 million for the three months ended September 30, 2024. This change in revenue was primarily driven by a $2.02 million increase attributable to higher strengthened demand for our services from our existing clients, a $2.51 million increase in revenues generated from new clients acquisitions and $1.65 million of one time revenue related to buy-out fees. These increases was offset by a $5.69 million decline in revenue from the ramp-down of our existing client engagements and the completion or closure of select consulting projects.

Current wording

For the three months ended December 31, 2025, our revenue on a consolidated basis decreased by $0.15 million or 1%, to $17.46 million from $17.61 million for the three months ended December 31, 2024. This change in revenue was primarily driven by a $1.32 million increase attributable to higher strengthened demand for our services from our existing clients and a $4.79 million increase in revenues generated from new clients acquisitions. This increase was offset by a $6.26 million decline in revenue from the ramp-down of our existing client engagements and the completion or closure of select consulting projects.

Previous wording

For the three months ended September 30, 2025 our cost of revenue decreased by $0.96 million or 7%, to $12.34 million from $13.30 million for the three months ended September 30, 2024. The primary drivers for the reduction included a $0.78 million decrease in employee compensation and benefits, and $0.29 million decrease in depreciation, repairs and maintenance cost and fees paid to external consultants. These costs reductions were offset by a $0.11 million increase on account of rent and recruitment expense on account of new client acquired.

Current wording

For the three months ended December 31, 2025, our cost of revenue increased by $0.55 million or 4%, to $14.12 million from $13.57 million for the three months ended December 31, 2024. The primary drivers for the increase included a $0.37 million increase on account of rent and recruitment expenses, $0.23 million increase in employee compensation and benefits on account of new client acquired and $0.12 million increase on account of fees paid to external consultants, communication charges and computer expenses. These costs increase were offset by a $0.17 million decrease in depreciation.

Previous wording

For the three months ended September 30, 2025, our gross profit increased by $1.45 million or 40%, compared to the three months ended September 30, 2024. The higher gross profit was primarily driven by a $0.49 million increase in revenue, along with a $0.96 million reduction in cost of revenues, mainly due to the reduced compensation costs and other expenses associated with fulfilling customer contracts.

Current wording

For the three months ended December 31, 2025, our gross profit decreased by $0.70 million or 17%, compared to the three months ended December 31, 2024. The lower gross profit was primarily driven by a $0.15 million decrease in revenue, along with an increase in cost of revenue of $0.55 million mainly due to the increased rent, recruitment expense, compensation costs and other expenses associated with fulfilling our contracts with customers.

Previous wording

Gross profit margin for three months ended September 30, 2025 increased by 800 basis points compared to the three months ended September 30, 2024. The increase in Gross Profit Margin is primarily driven by the recognition of $1.65 million in one-time termination fees, which contributed to higher gross profit margin. In addition, the margin improvement reflects a reduction in cost of revenue, mainly due to lower employee compensation costs.

Current wording

Gross profit margin for three months ended December 31, 2025 decreased by 390 basis points compared to the three months ended December 31, 2024. The decrease in Margin is primarily due to increase in cost of revenue driven by increased rent, recruitment expenses and employee compensation costs.

Previous wording

Selling and administrative expenses decreased by $4.63 million, or 60%, to $3.04 million for the three months ended September 30, 2025, compared to $7.67 million for the three months ended September 30, 2024. This significant decrease was primarily driven by a $2.50 million reduction in expected credit loss provisioning during the current period, lower employee benefit costs of $0.84 million, and a $1.58 million decrease in professional and other administrative expenses. These decreases were partially offset by an increase of approximately $0.29 million in stock-based compensation expense.

Current wording

Selling and administrative expenses decreased by $6.63 million, or 72%, to $2.57 million for the three months ended December 31, 2025, compared to $9.20 million for the three months ended December 31, 2024. This significant decrease was primarily driven by $3.17 million reduction in expected credit loss provisioning during the current period, lower employee benefits costs of $0.95 million, and a $2.51 million decrease in professional and other administrative expenses.

Previous wording

Total other income / (expense), net for the three months ended September 30, 2025 was $(0.55) million, a $1.81 million and 143% decrease, compared to other income, net of $1.26 million for the three months ended September 30, 2024. The decrease in income is attributed to a change in the fair value of the forward purchase agreement put option liability.

Current wording

Total other income / (expense), net for the three months ended December 31, 2025 was $0.83 million, a $4.94 million and 86% decrease, compared to other income, net of $5.77 million for the three months ended December 31, 2024. The decrease of $6.27 million in income is attributed to a change in the fair value of the forward purchase agreement put option liability and warrant liabilities. The above is offset by an increase of $1.18 million on account of write-back of sundry balances and reduction in interest expense by $0.15 million during the current period.

Previous wording

The income tax expense for the three months ended September 30, 2025 was $0.79 million, representing a decline of $1.32 million or 251% compared to the income tax benefit of $0.53 million for the three months ended September 30, 2024. For the three months ended September 30, 2025, the effective tax rate of 55.3% increased primarily due to the non-recognition of deferred tax benefits on losses incurred in certain lower-tax jurisdictions. In contrast, during the three months ended September 30, 2024 where the effective tax rate was 18.6%, such benefits were recognized, resulting in a comparatively lower effective tax rate.

Current wording

The income tax expense for the three months ended December 31, 2025 was $0.37 million, representing a decline of $1.81 million or 125% compared to the income tax benefit of $1.44 million for the three months ended December 31, 2024. For the three months ended December 31, 2025, the effective tax rate of 22.9% increased primarily due to the non-recognition of deferred tax benefits on losses incurred in certain lower-tax jurisdictions. In contrast, during the three months ended December 31, 2024 where the effective tax rate was (236.80%), such benefits were recognized, resulting in a comparatively lower effective tax rate.

Previous wording

The following table presents selected financial data for the six months ended September 30, 2025, and 2024 (in thousands, except percentages):

Current wording

The following table presents selected financial data for the nine months ended December 31, 2025, and 2024 (in thousands, except percentages):

Previous wording

For the six months ended September 30, 2025, our revenue on a consolidated basis decreased by $0.85 million or 3%, to $32.69 million from $33.54 million for the six months ended September 30, 2024. We experienced a revenue reduction of $10.55 million due to the ramp-down of existing client engagements and the completion or closure of certain consulting projects. This decline was partially offset by an $8.05 million increase, primarily driven by new client additions and higher business volumes from existing clients, along with $1.65 million of one-time revenue related to buy-out fees.

Current wording

For the nine months ended December 31, 2025, our revenue on a consolidated basis decreased by $1.00 million or 2%, to $50.15 million from $51.15 million for the nine months ended December 31, 2024. We experienced a revenue reduction of $14.84 million due to the ramp-down of existing client engagements and the completion or closure of certain consulting projects. This decline was partially offset by an $11.90 million increase related to new client additions and higher business volumes from existing clients, along with $1.94 million of one-time revenue related to buy-out fees.

Previous wording

For the six months ended September 30, 2025, our cost of revenue decreased by $2.07 million or 8%, to $23.89 million from $25.96 million for the six months ended September 30, 2024. The reduction was primarily driven by a $1.85 million decrease in employee compensation and benefits, and a $0.54 million decrease in depreciation, repairs and maintenance expenses, and fees paid to external consultants. These reductions were partially offset by a $0.32 million increase in rent, recruitment expenses, and other administrative costs associated with new client acquisitions.

Current wording

For the nine months ended December 31, 2025, our cost of revenue decreased by $1.51 million or 4%, to $38.00 million from $39.52 million for the nine months ended December 31, 2024. The reduction was primarily driven by a $2.00 million decrease in employee compensation and benefits, and a $0.77 million decrease in depreciation, repairs and maintenance expenses, fees paid to external consultants and reduction in general insurance. These reductions were partially offset by a $1.26 million increase in rent, recruitment expenses, and other administrative costs associated with new client acquisitions.

Previous wording

For six months ended September 30, 2025, our gross profit margin increased by 431 basis points compared to the six months ended September 30, 2024. The increase in gross profit margin was primarily driven by one-time revenue of $1.65 million, which contributed to higher overall profitability. The margin improvement was further supported by a reduction in cost of revenues, mainly due to lower employee compensation costs.

Current wording

For nine months ended December 31, 2025, our gross profit margin increased by 150 basis points compared to the nine months ended December 31, 2024. The increase in gross profit margin was primarily driven by one-time revenue of $1.94 million, which contributed to higher overall profitability. The margin improvement was further supported by a reduction in cost of revenues, mainly due to lower employee compensation costs.

Previous wording

Selling, general and administrative expenses decreased by $22.11 million, or 79% to $6.00 million for the six months ended September 30, 2025, compared to $28.10 million for the six months ended September 30, 2024. This significant decrease was primarily driven by a $12.45 million reduction in stock-based compensation expense, a $3.50 million decrease in expected credit loss provisioning during the current period, lower employee benefit costs of $1.83 million, and a $4.33 million decline in professional and other administrative expenses.

Current wording

Selling, general and administrative expenses decreased by $28.74 million, or 77% to $8.56 million for the nine months ended December 31, 2025, compared to $37.30 million for the nine months ended December 31, 2024. This significant decrease was primarily driven by a $12.45 million reduction in stock-based compensation expense, a $6.68 million decrease in expected credit loss provisioning during the current period, lower employee benefit costs of $2.85 million, $0.36 decrease in rates and taxes and a $6.40 million decline in professional and other administrative expenses.

Previous wording

The income tax expense for the six months ended September 30, 2025 was $1.13 million, a $2.74 million or 170% decrease compared to the income tax benefit of $1.62 million for the six months ended September 30, 2024. For the six months ended September 30, 2025, the effective tax rate of 32.7% increased primarily due to the non-recognition of deferred tax benefits on losses incurred in certain lower-tax jurisdictions. In contrast, during the six months ended September 30, 2024 where the effective tax rate was 8.4%, such benefits were recognized, resulting in a comparatively lower effective tax rate.

Current wording

The income tax expense for the nine months ended December 31, 2025 was $1.49 million, a $4.55 million or 149% decrease compared to the income tax benefit of $3.06 million for the nine months ended December 31, 2024. For the nine months ended December 31, 2025, the effective tax rate of 29.5% increased primarily due to the non-recognition of deferred tax benefits on losses incurred in certain lower-tax jurisdictions. In contrast, during the nine months ended December 31, 2024 where the effective tax rate was 16.4%, such benefits were recognized, resulting in a comparatively lower effective tax rate.

Previous wording

The following table provides a reconciliation from net income / (loss) (US GAAP measure) to Adjusted EBITDA, and Adjusted EBITDA margin for the three and six months ended September 30, 2025, and 2024 (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 three and nine months ended December 31, 2025, and 2024 (in thousands):

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 of September 30, 2025, the Company had a balance of $1.87 million in cash and cash equivalents and also generated positive operating cash flows for the period ended September 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.

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 December 31, 2025, the Company had a balance of $2.57 million in cash and cash equivalents and also generated positive operating cash flows for the period ended December 31, 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

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 $2.39 million for the six month ending 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.

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 $4.7 million for the nine month ending 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

On October 1, 2025, the Company entered into an “at-the-market” sales agreement (the “ATM Sales Agreement”) and filed a shelf registration statement on Form S-3 and corresponding prospectus with the SEC to permit sales under the ATM Sales Agreement. As of the date of this Report, the Company’s registration statement relating to the ATM Sales Agreement remains under SEC review, and accordingly, the Company has not sold any shares under the ATM Program.

Current wording

On October 1, 2025, the Company entered into an “at-the-market” sales agreement (the “ATM Sales Agreement”) and filed a shelf registration statement on Form S-3 and corresponding prospectus supplement with the SEC to permit sales under the ATM Sales Agreement. As of the date of this Report, the Company has not sold any shares under the ATM Sales Agreement.

Previous wording

Cash Flow for the six months ended September 30, 2025 and 2024

Current wording

Cash Flow for the nine months ended December 31, 2025 and 2024

Previous wording

The following table presents net cash provided by operating activities, investing activities and financing activities for the six months ended September 30, 2025, and 2024 (in thousands):

Current wording

The following table presents net cash provided by operating activities, investing activities and financing activities for the nine months ended December 31, 2025, and 2024 (in thousands):

Previous wording

Analysis of Cash Flow Changes between the three months ended September 30, 2025 and 2024

Current wording

Analysis of Cash Flow Changes between the nine months ended December 31, 2025 and 2024

Previous wording

Operating Activities - There is a $2.19 million increase in net cash from operating activities for the six months ended September 30, 2025 as compared to the six months ended September 30, 2024. The overall increase is primarily attributable to an increase in net profitability and 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 $5.89 million. The above increase is offset by a decline in the movement of working capital of $3.70 million.

Current wording

Operating Activities - There is a $6.64 million increase in net cash provided by operating activities for the nine months ended December 31, 2025 as compared to the nine months ended December 31, 2024. The overall increase is primarily attributable to increase in net cash profitability and 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, deferred tax and gain on settlement of forward purchase agreement put option liability by $8.32 million. The above increase is offset by a decline in working capital of $1.68 million.

Previous wording

Investing Activities - Net cash used in investing activities during the six months ended September 30, 2025 was $0.93 million, of which $0.63 million was used for the purchase of property and equipment, $0.14 million loans was issued to affiliates and $0.61 million was placed as fixed deposit with banks. The outflows were offset by inflow from property, plant and equipment of $0.08 million, $0.11 million repayments received from loans to affiliates and $0.25 million proceeds from maturities of fixed deposits placed with banks.

Current wording

Investing Activities - Net cash used in investing activities during the nine months ended December 31, 2025 was $1.18 million, of which $0.87 million was used for the purchase of property and equipment, $0.14 million loans was issued to affiliates and $0.61 million was placed as fixed deposit with banks. The outflows were offset by inflow from property, plant and equipment of $0.08 million, $0.10 million investment in wholly owned subsidiary, $0.11 million repayments received from loans to affiliates and $0.25 million proceeds from maturities of fixed deposits placed with banks.

Previous wording

Net cash used in investing activities during the six months ended September 30, 2024 was $0.9 million, of which $0.9 million was used for the purchase of property and equipment and $0.8 million was used for the issuance of loans to affiliates, offset by $0.8 million generated from loan repayments received from affiliates.

Current wording

Net cash used in investing activities during the nine months ended December 31, 2024 was $1.28 million, of which $1.36 million was used for the purchase of property and equipment and $1.36 million was used for the issuance of loans to affiliates, offset by $1.37 million generated from loan repayments received from affiliates.

Previous wording

Financing Activities - Net cash used in financing activities during the six months ended September 30, 2025 was $2.33 million, primarily from net repayment of short-term borrowings of $1.88 million, payment of insurance financing liability of $0.16 million, repayment of long-term debt of $0.12 million and payment of finance lease obligation of $0.17 million.

Current wording

Financing Activities - Net cash used in financing activities during the nine months ended December 31, 2025 was $3.70 million, primarily from net repayment of short-term borrowings of $3.24 million, payment of insurance financing liability of $0.16 million, repayment of long-term debt of $0.12 million, payment of finance lease obligation of $0.14 million and payment of deferred transaction costs of $0.04 million.

Previous wording

Net cash provided by financing activities during the six months ended September 30, 2024 was $2.3 million, primarily from proceeds of the PIPE transaction of $4.7 million, and proceeds from long-term debt of $0.9 million; offset by the repayment of short-term debt of $1.9 million, payment of insurance financing liability of $0.4 million and payment of finance lease obligation of $0.2 million.

Current wording

Net cash provided by financing activities during the nine months ended December 31, 2024 was $3.34 million, primarily from proceeds of the PIPE transaction of $4.68 million, and proceeds from long-term debt of $1.51 million; offset by the repayment of long term debt of $1.40 million and short-term debt of $0.66 million, payment of insurance financing liability of $0.49 million, payment of finance lease obligation of $0.27 million and payment of deferred transaction costs of $0.02 million.