Aeries Technology, Inc.
For the period ended Jun 30, 2026. Filed Aug 10, 2026.
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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, 2026 · Filed Aug 10, 2026
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 2025-12-31; filed 2026-02-09.
0001829126-26-001091
Item 2. Management’s Discussion and Analysis of Financial Condition and Results of OperationsCurrent report: 10-Q
Period ended 2026-06-30; filed 2026-08-10.
0001829126-26-008507
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 102 previous paragraphs and 105 current paragraphs.
50 unchanged; 25 reworded; 28 added; 26 removed; 1 previous and 2 current paragraphs rearranged.
Tables are not compared: 7 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 (28)
Current report
Aeries Technology is a global professional services and technology consulting firm that provides specialized expertise to private equity (“PE”) firms’ portfolio companies and middle-market, technology-enabled enterprises. We focus on the strategic planning, establishment, and operational management of Global Capability Centers (“GCCs”), which serve as offshore and nearshore operational hubs that extend and enhance our clients’ business capabilities. Our service portfolio combines industry-specific expertise, functional depth, and digital technology solutions to deliver comprehensive support throughout the GCC journey, from strategic planning and center establishment to continuous operational oversight. By integrating AI, process optimization, and strategic talent acquisition in cost-advantaged regions, we can help our clients significantly reduce costs. Drawing on more than a decade of industry experience, we deliver business solutions that improve operational effectiveness, drive innovation, and accelerate strategic growth, creating measurable value for our clients.
Current report
Our approach is specifically engineered to enable clients to realize tangible business benefits—accelerating revenue expansion through enhanced innovation capabilities and superior customer experiences, while simultaneously improving operational efficiency via streamlined cost structures and scalable service delivery models. GCCs developed by Aeries serve as strategic enablement platforms that help clients integrate and use advanced technologies, including AI, advanced analytics, and modern enterprise systems and methodologies. Clients retain comprehensive strategic control and operational governance, and they can adjust GCC ownership frameworks as organizational requirements change. Our integrated service delivery model positions Aeries to drive organizational change, helping enterprises speed up decision-making, improve customer service, and build sustainable competitive advantages.
Current report
We help our clients expand globally by providing professional advisory and operations management services to establish and manage GCCs in strategically selected, cost-effective geographic locations that align with their operational requirements. Emphasizing digital enterprise transformation, these GCCs are architected to function as integrated extensions of client organizations, delivering access to talent and specialized capabilities. We believe this model helps our clients maintain competitive positioning and organizational agility, achieve sustainable cost optimization, operational excellence, and value-creation objectives, all without compromising functional authority or operational flexibility.
Current report
Our advisory practice encompasses direct engagement from senior leadership, delivering strategic guidance and industry best practices across operating model architecture and comprehensive organizational consulting. This includes end-to-end support spanning the GCC lifecycle, encompassing initial strategic planning, operating model design, and ongoing delivery framework optimization; talent market analysis; resource availability assessment for specialized roles within the proposed service framework; regulatory compliance management; tax structure optimization; and additional strategic considerations. Clients can tailor service configurations based on our recommendations and options, after which we collaborate to finalize and execute implementation strategies.
Current report
A core part of our service offering focuses on AI and digital transformation. The Company has developed A1 GCC, a proprietary technology platform engineered to facilitate the planning, execution, and operational management of GCC initiatives. With advanced automation, data analytics, and the integration of artificial intelligence, we can innovate and streamline operations. Our technology services are designed to improve decision-making, automate operational workflows, and deliver measurable business impact. We believe this technology-enabled GCC approach enhances operational effectiveness, enabling us to provide digital transformation services that support our clients’ growth objectives and strengthen their competitive positioning in a rapidly evolving digital marketplace.
Current report
Our clients leverage our services for comprehensive organizational operations management, encompassing application engineering, information technology systems, data analytics and business intelligence, cybersecurity, finance and accounting, human resources, and customer service operations. We recruit and employ qualified professionals, place them on our payroll, and deploy them strategically across client operations. We work closely with clients to identify the best candidates and integrate with their organizational structures. Our talent professionals serve as operational extensions of client teams, and Aeries retains responsibility for career development, recognition programs, and advancement opportunities, which we believe contribute to stronger employee engagement and lower voluntary turnover. We oversee regulatory compliance, tax administration, talent acquisition, human resources management, and brand alignment for each GCC we establish.
Current report
Our business model is designed to build a more agile, cost-efficient talent deployment framework for client operations and to promote innovation through strategic alignment at the executive level and comprehensive organizational visibility. This model helps clients navigate regulatory and tax complexities while offering operational flexibility to scale teams in response to evolving business demands. We use proven methodologies and success frameworks, drawing on insights from successful engagements across multiple client organizations, to address the fundamental limitations of traditional outsourcing and offshoring approaches.
Current report
AI Transformation Strategy
Current report
Aeries is advancing its strategy to become an AI transformation and enterprise operations company, helping organizations modernize business functions, improve operational performance, and create enterprise value through the practical application of artificial intelligence. The Company is evolving beyond traditional managed operations by combining AI innovation, engineering expertise and operational execution within a unified business model designed to support customers across the enterprise AI lifecycle.
Current report
As enterprises increasingly seek to move AI initiatives from experimentation into production, Aeries has expanded its capabilities to address this evolving market opportunity. The Company recently launched AxAI, its Agentic AI business, which is focused on helping organizations identify high-value AI opportunities, rapidly prototype solutions, develop production-ready AI applications, and support enterprise-scale deployment. AxAI combines domain consulting, AI engineering and implementation capabilities to help customers integrate AI into business processes, workflows and enterprise systems while remaining technology-agnostic and aligned with customer requirements.
Current report
Complementing AxAI is AeriesOne, the Company’s AI-native enterprise operations platform, which provides operational visibility, governance, orchestration and workflow management across enterprise operations. AeriesOne is designed to support the deployment and ongoing management of AI-enabled business functions by bringing together operational data, automation and AI-driven insights within a unified operating environment. Together, AxAI and AeriesOne extend Aeries’ ability to support customers from strategy and solution development through deployment, governance and managed operations.
Current report
The Company believes that the convergence of AI transformation and enterprise operations is creating opportunities for organizations to improve productivity, optimize operating models and accelerate business transformation. As customer requirements continue to evolve, Aeries intends to further develop its AI capabilities, expand its portfolio of AI-enabled solutions and continue integrating AI across its service offerings and operational platforms. The Company expects these initiatives to enhance the breadth of services it can provide, deepen client relationships and support participation in larger enterprise transformation engagements over time.
Current report
Aeries’ AI strategy remains focused on practical implementation and measurable business outcomes. By combining consulting, engineering, AI-enabled operations and managed services, the Company seeks to help enterprises move from AI experimentation to production deployment while supporting the long-term operation and continuous optimization of AI-enabled business functions. The Company believes this integrated approach positions Aeries to address the increasing demand for enterprise AI transformation while continuing to build on its established expertise in managed operations.
Current report
The Company expects to continue investing in its AI capabilities, platforms and engineering expertise in support of its long-term strategy. Future developments, including the adoption of AI-enabled services, continued enhancement of AxAI and AeriesOne, customer demand for AI transformation initiatives and the Company’s ability to execute its strategic plans, remain subject to market conditions, customer adoption, technological developments and other risks and uncertainties described elsewhere in this Quarterly Report on Form 10-Q.
Current report
Recent Events
Current report
Nasdaq Listing Compliance
Current report
On March 31, 2026, the Company received formal notice from the Listing Qualifications Staff (the “Staff”) of the Nasdaq Stock Exchange (“Nasdaq”) indicating that the Company’s non-compliance with Nasdaq Listing Rule 5550(a)(2) (the “Bid Price Rule”) would result in the delisting of the Company’s securities from Nasdaq unless the Company timely requests a hearing before the Nasdaq Hearings Panel (the “Panel”). The Company did file a timely request for a hearing before the Panel, which request stayed any further action by Nasdaq pending the issuance of a decision by the Panel and the expiration of any extension the Panel may grant to the Company following the hearing. The Company had its hearing before the Panel on May 7, 2026. On June 12, 2026, the Panel notified the Company that it determined to grant its request to continue its listing on Nasdaq subject to the Company demonstrating compliance with the Bid Price Rule on or before June 26, 2026.
Current report
On June 12, 2026, the Company implemented a one for-eight share consolidation (the “Share Consolidation”) of the Company’s Class A ordinary shares. The Share Consolidation was intended to increase the per-share trading price of the Company’s Class A ordinary shares and to assist the Company in maintaining compliance with the minimum bid price requirement for continued listing on the Nasdaq Capital Market.
Current report
In a letter dated July 15, 2026, Nasdaq notified the Company that it had regained compliance with the Bid Price Rule, as required by the Panel’s decision. In application of Nasdaq Listing Rule 5815(d)(4)(B), the Company will be subject to a Mandatory Panel Monitor for a period of one year from July 15, 2026. If, within that one-year monitoring period, Staff finds the Company again out of compliance with the Bid Price Rule that was the subject of the exception, notwithstanding Nasdaq Listing Rule 5810(c)(2), the Company will not be permitted to provide the Staff with a plan of compliance with respect to that deficiency and Staff will not be permitted to grant additional time for the Company to regain compliance with respect to that deficiency, nor will the company be afforded an applicable cure or compliance period pursuant to Nasdaq Listing Rule 5810(c)(3). Instead, Staff will issue a Delist Determination Letter and the Company will have an opportunity to request a new hearing with the initial Panel or a newly convened Hearings Panel if the initial Panel is unavailable. The Company will have the opportunity to respond/present to the Hearings Panel as provided by Nasdaq Listing Rule 5815(d)(4)(C). The Company’s securities may be at that time delisted from Nasdaq.
Current report
Share Consolidation
Current report
On June 12, 2026, our Third Amended and Restated Certificate of Incorporation (the “Certificate of Incorporation”) took effect to implement the Share Consolidation of our issued and outstanding shares of Class A ordinary shares, par value $0.0001 per share, at a ratio of 1-for-8.
Current report
The Share Consolidation became effective at 12:01 a.m., Eastern Time, on June 12, 2026 (the “Effective Time”). The Company’s Class A ordinary shares began trading on a split-adjusted basis on Nasdaq at the commencement of trading on June 12, 2026.
Current report
As a result of the Share Consolidation, every eight (8) Class A ordinary shares of the Company issued and outstanding immediately prior to the Effective Time were automatically combined and converted into one (1) Class A ordinary share. The Share Consolidation reduced the number of issued and outstanding Class A ordinary shares from approximately 45,914,789 shares to approximately 5,739,349 shares. The total authorized number of Class A ordinary shares were correspondingly reduced from 500,000,000 with a par value of $0.0001 per share to 62,500,000 with a par value of $0.0008 per share. No fractional shares were issued in connection with the Share Consolidation, and any fractional shares resulting from the Share Consolidation were rounded up to the nearest whole share.
Current report
Non-renewal of Customer Contract and Buyout Notice from Significant Customer
Current report
The Company has received a non-renewal notice on April 24, 2026, effective June 30, 2026 from a significant customer, expected to result in an annual revenue loss of approximately $5.7 million. The success fee of approximately $2.7 million was received in connection with the conclusion of a client engagement.
Current report
Our primary market focus centers on North America, particularly within the private equity ecosystem and mid-market enterprise segments.
Current report
Selling, general, and administrative expenses increased by $0.06 million, or 2%, to $3.02 million for the three months ended June 30, 2026, compared to $2.96 million for the same period in 2025. This increase was primarily driven by $0.71 million increase in stock-based compensation expenses. This increase was partially offset by a $0.54 million decrease in employee benefit expense, and a $0.11 million decrease in rates and taxes and other administrative expense.
Current report
These FPAs were liquidity arrangements entered into as part of the Business Combination consummated as of November 6, 2023. Under these liquidity arrangements, certain investors agreed not to redeem their holdings in WWAC in exchange for the Company entering into the FPAs. As of the date of this Quarterly Report on Form 10-Q, the remaining balance owed to the FPA holders (as defined below) is approximately $4.1 million. The maturity consideration may be settled either in cash or equity at the option of the FPA holders. Paying the maturity consideration in cash would reduce the amount of cash on hand or available debt capacity to fund our operations, which could adversely affect our ability to make necessary investments, and, therefore, could affect our results of operations. Sandia Investment Management LP (“Sandia”), one of the FPA holders agreed to revised terms where the remaining liability would be settled by adjusting the proceeds from FPA share sales, either via cash or additional share issuance. Further, pursuant to Amendment No. 2 dated January 22, 2026 (Amendment No. 2”) to the Letter Agreement with Sandia dated September 16, 2025 (the “Letter Agreement”) commencing March 2026, the Company is obligated to make monthly cash payments toward the outstanding amount, subject to reductions in such outstanding amount resulting from sell-downs of shares in accordance with the terms of the Letter Agreement and Amendment No, 2. The outstanding amount will be subject to 15% per annum interest calculated monthly. During July 2026, after the reporting period, the Company paid Sandia $1.49 million in exchange for return of 226,509 Class A ordinary shares, which satisfied the Company’s outstanding obligations under the Sandia FPA. On August 3, 2026, the Company entered into a Letter Agreement with Sea Otter Trading, LLC (“Sea Otter” and such agreement, the “Sea Otter Letter Agreement”) to amend the settlement terms of the maturity consideration payable under the existing Forward Purchase Agreement with Sea Otter. Under the Letter Agreement, the Company agreed to satisfy the outstanding payment obligation through an initial cash payment of $0.1 million followed by monthly principal payments of $0.08 million commencing September 15, 2026, with interest accruing at 7.5% per annum on the outstanding balance. As security for the outstanding obligation, the Company agreed to issue 145,183 Class A ordinary shares to Sea Otter as collateral and may be required to issue additional shares if the aggregate market value of the collateral falls below the outstanding payment obligation. Sea Otter may not sell or otherwise dispose of the collateral shares while the Company remains current on its payment obligations; however, any permitted sale of the collateral shares may not occur below a minimum sale price of $8.40 per share (the “Minimum Sales Price”). Proceeds from such sales, up to the Minimum Sales Price, will be applied toward the outstanding payment obligatio…
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Removed paragraphs (26)
Previous report
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 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.
Previous report
We support and drive our clients’ global growth by providing a range of services, including professional advisory services and operations management services, to build and manage GCCs in suitable and cost-effective locations based on client business needs. With a focus towards digital enterprise enablement, these GCCs are designed to act as seamless extensions of the client organization, providing access to top-tier resources. We believe this empowers our clients to remain competitive and nimble and to achieve their goals of enduring cost efficiencies, operational excellence, and value creation, without sacrificing functional control and flexibility.
Previous report
Our advisory services involve the active participation of senior leadership, recommending strategies and best practices related to operating model design, consultation on various areas, market availability for resources with appropriate skillsets required for specific roles contemplated in the service model, regulatory compliance, optimization of tax structure, and more. Our clients can customize the services based on options we provide, and we subsequently firm up the execution plan with the clients.
Previous report
A key aspect of our service is our focus on digital transformation. We aim to leverage cutting-edge technologies, including AI, to drive innovation and streamline operations. Our technology services are designed to enhance decision-making, automate processes, and deliver significant business value. We believe this approach through GCC set-up improves operational efficiencies, enabling us to deliver digital transformation services that align with our clients’ growth strategies and support their competitiveness in an evolving digital landscape.
Previous report
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 report
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 report
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 report
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 report
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 report
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 report
Comparison of the Nine Months Ended December 31, 2025 and December 31, 2024
Previous report
Revenue, net
Previous report
Cost of Revenue
Previous report
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 report
Gross Profit
Previous report
For the nine months ended December 31, 2025, our gross profit increased by $0.52 million or 4%, compared to the nine months ended December 31, 2024. Gross profit increased primarily due to a reduction in cost of revenues of $1.51 million, which offsets a modest decline in revenue of $1.00 million. The decrease in cost of revenues was mainly attributable to lower employee compensation costs.
Previous report
Gross Profit Margin
Previous report
Selling, general and administrative expenses
Previous report
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 report
Total Other Income (expense), net
Previous report
Total other income (expense), net, was $1.47 million for the nine months ended December 31, 2025, compared to $7.04 million for the nine months ended December 31, 2024, a decrease of $5.57 million, or 79%. The decline of $6.90 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 $0.17 million during the current period.
Previous report
Income tax expenses / (benefit)
Previous report
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 report
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 report
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.
Reworded paragraphs (25)
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, 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.
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, 2026. You should consider these factors carefully in evaluating forward-looking statements and are cautioned not to place undue reliance on such statements, which speak only as of the date of this Annual Report on Form 10-K. It is impossible for us to predict new events or circumstances that may arise in the future or how they may affect us. Unless otherwise required by law, we undertake no obligation to update forward looking statements to reflect events or circumstances occurring after the date of this annual report.
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 Aeries Technology, Inc. and its consolidated subsidiaries.
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 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.
Previous 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.
Current wording
Our operational performance is influenced by prevailing economic conditions, including macroeconomic conditions, the overall inflationary climate, and business sentiment. During the year ended March 31, 2026, there was persistent economic and geopolitical uncertainty in many markets around the world, including concerns over wage inflation, the potential of decelerating global economic growth, 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 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.
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, 2026, the Company had a revolving credit facility with Kotak Mahindra Bank of INR 320 million (or approximately $3,383 at the exchange rate in effect on June 30, 2026). 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% as of June 30, 2026 and March 31, 2026, respectively. Aeries is required to pay interest on the outstanding balance of the credit facility at this financing cost basis, calculated based on the actual number of days for which the funds are utilized. Any changes in the prevailing Repo rate and the interest rate charged by the bank will affect the financing cost basis and the overall cost of borrowing.
Previous 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.
Current wording
Aeries also has an outstanding unsecured loan from director of Aeries Technology Group Business Accelerators Pvt Ltd., Mr. Vaibhav Rao, amounting to $0.7 million at an interest rate of 12% per annum. The principal amount of the loan was outstanding in entirety as of and for the period ended June 30, 2026 and 2025, and year ended March 31, 2026.
Previous wording
On December 7, 2022, the Company entered into a vehicle loan, secured by the vehicle, for INR 11.5 million (or approximately $0.13 million at the exchange rate in effect on December 31, 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.
Current wording
On December 7, 2022, the Company entered into a vehicle loan, secured by the vehicle, for INR 11.5 million (or approximately $0.1 million at the exchange rate in effect on June 30, 2026) 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 $0.09 million at the exchange rate in effect on December 31, 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.
Current wording
On August 2, 2024, the Company entered into a vehicle loan, secured by the vehicle, for INR 8.2 million (or approximately $0.1 million at the exchange rate in effect on June 30, 2026) 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 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.
Current wording
For the three months ended June 30, 2026, our revenue on a consolidated basis increased by $6.59 million or 43%, to $21.92 million from $15.33 million for the three months ended June 30, 2025. We experienced an increase in revenue of $7.66 million due to new client additions and higher business volumes from existing clients along with $2.70 million of one- time revenue related to buy- out fees. These increases were partially offset by $3.77 million related to ramp-down in existing client engagements and the completion and closure of certain consulting projects.
Previous 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.
Current wording
For the three months ended June 30, 2026, our cost of revenue increased by $3.99 million or 35%, to $15.54 million from $11.55 million for the three months ended June 30, 2025. The primary drivers for the increase included a $3.21 million increase in employee compensation and benefits, $0.34 million increase in legal and professional charges, $0.21 million increase in staff welfare expenses, $0.18 million increase in rent expenses and $0.05 million increase in travelling expenses and communication charges.
Previous 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.
Current wording
For the three months ended June 30, 2026, our gross profit increased by $2.60 million or 69%, compared to the three months ended June 30, 2025. The higher gross profit was primarily driven by a $6.59 million increase in revenue, offset by a $3.99 million increase in cost of revenue mainly due to the increase in employee compensation costs and other expense associated with fulfilling customer contracts.
Previous 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.
Current wording
For the three months ended June 30, 2026, our gross profit margin increased by 445 basis points compared to the three months ended June 30, 2025. The increase in Gross Profit Margin was primarily driven by the recognition of $2.7 million in one-time termination fees, which contributed to higher gross profit margin.
Previous 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.
Current wording
Net expense was $0.27 million for the three months ended June 30, 2026 compared to net income of $1.19 million for the three months ended June 30, 2025, a decrease of $1.46 million or 123%. The decline of $1.28 million in income is attributed to a change in the fair value of the FPA put option liability and warrant liabilities and $0.46 million decreased due to foreign exchange loss. The above is offset by increase of $0.23 million on account of write back of promissory note and decrease of $0.05 million in interest expense.
Previous 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.
Current wording
The income tax expense for the three months ended June 30, 2026 was $0.88 million, representing a increase of $0.55 million or 165% compared to the income tax expense of $0.33 million for the three months ended June 30, 2025. For the three months ended June 30, 2026, the effective tax rate of 28.4% increased due to the non-recognition of deferred tax benefits related to losses in jurisdictions with lower tax rates.
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 nine months ended December 31, 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 period ended June 30, 2026, and 2025 (in thousands):
Previous 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 December 31, 2025, and Business Combination related costs for the year ended related December 31, 2024, and (viii) change in fair value of derivative liabilities and FPA put option liabilities.
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, and (vii) change in fair value of derivative liabilities and FPA put option liabilities.
Previous wording
The accompanying condensed consolidated financial statements have been prepared using the going concern basis of accounting, which contemplates the realization of assets and the satisfaction of liabilities in the normal course of business. The going concern basis of presentation assumes that the Company will continue in operation one year after the date these financial statements are issued and will be able to realize its assets and discharge its liabilities and commitments in the normal course of business. However, certain conditions as listed below raise substantial doubt about the Company’s ability to continue as a going concern for this period:
Current wording
The accompanying condensed consolidated financial statements have been prepared using the going concern basis of accounting, which contemplates the realization of assets and the satisfaction of liabilities in the normal course of business. The going concern basis of presentation assumes that the Company will continue in operation one year after the date these financial statements are issued and will be able to realize its assets and discharge its liabilities and commitments in the normal course of business. However, certain conditions as listed below raise substantial doubt about the Company’s ability to continue as a going concern:
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 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.
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, 2026, the Company had a balance of $6.1 million in cash and cash equivalents and also generated overall positive cash flows for the period ended June 30, 2026. 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.
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 $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.
Current wording
Moreover, we have generated positive operating cashflow of $4.8 million for the quarter ended June 30, 2026 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, 2025 and 2024
Current wording
Cash Flow for the Three Months ended June 30, 2026 and 2025
Previous 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):
Current wording
The following table presents net cash provided by operating activities, investing activities and financing activities for the three months ended June 30, 2026, and 2025 (in thousands):
Previous wording
Analysis of Cash Flow Changes between the nine months ended December 31, 2025 and 2024
Current wording
Analysis of Cash Flow Changes between the three months ended June 30, 2026 and 2025
Previous 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.
Current wording
There is a $3.45 million increase in net cash used in operating activities for the three months ended June 30, 2026 as compared to the three months ended June 30, 2025. The overall increase is primarily attributable to increase in net cash profitability by $2.33 million and improvement in working capital requirements of $1.12 million.
Previous 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.
Current wording
Investing Activities - Net cash used in investing activities for the three months ended June 30, 2026 was $0.28 million, of which $0.29 million was used for the purchase of property and equipment. The outflows were offset by inflow from sale of property, plant and equipment of $0.01 million.
Previous 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.
Current wording
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
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.
Current wording
Financing Activities - Net cash used in financing activities during the three months ended June 30, 2026 was $3.36 million, primarily from payments for purchase of treasury shares of $2.16 million, net repayment of short-term borrowings of $0.78 million, payment of FPA liabilities of $0.23 million, payment of promissory note liabilities of $0.15 million, payment of finance lease obligation of $0.03 million, repayment of long-term debt of $0.01 million.
Rearranged current paragraphs (2)
Current report — wording carried from elsewhere
The Company’s ability to continue as a going concern is dependent upon, among other things, successfully executing its mitigation plan, which includes, (i) raising additional funds from existing or new credit facilities, (ii) raising equity or equity linked capital, (iii) restructuring current liabilities into equity or long-term obligations, (iv) further negotiating for waivers from vendors, and (v) further reducing non-core expenses with a renewed focus on organic growth in the core geography that has been historically operated in, which is North America. 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.
Current report — wording carried from elsewhere
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.
Rearranged previous paragraphs (1)
Previous report — wording carried elsewhere
The following table presents selected financial data for the nine months ended December 31, 2025, and 2024 (in thousands, except percentages):