Aeries Technology, Inc.

Aeries Technology operates in the global professional services and technology consulting industry, with a specific focus on the design, establishment, and operational management of Global Capability Centers (GCCs) for private equity portfolio companies and middle-market technology-enabled enterprises. The global offshore and nearshore GCC ecosystem represented an enterprise investment of approximately $115 billion ¹ in 2025, supporting over 6,350 centers ² and employing more than 3.4 million professionals ³ worldwide. Industry projections indicate this market will grow to $155 billion ⁴ by 2027, representing a compound annual growth rate of approximately 15% ⁵, with employment expected to exceed 4.0 million professionals ⁶. Within this broader ecosystem, the provider-supported GCC services segment is projected to reach nearly $40 billion ⁷ by 2027, with estimated annual growth of approximately 25% ⁸. Approximately 60% ⁹ of new GCC establishments are initiated by companies with annual revenues under $10 billion ¹⁰, and over 60% ¹¹ are developed by first-time adopters of the GCC model. Within the India market, 583 GCCs ¹² specifically serve mid-market companies with annual revenues below $500 million ¹³, representing a core component of the addressable market within a broader ecosystem of 2,117 GCCs ¹⁴ generating $98.4 billion ¹⁵ in revenue and employing 2.36 million professionals ¹⁶. Market momentum remains robust, with more than 460 new GCC establishments ¹⁷ completed globally through November 2025 and approximately 300 new offshore-nearshore centers ¹⁸ launched in 2025, reflecting year-on-year growth of approximately 7% ¹⁹. In India specifically, over 500 new GCCs ²⁰ and 1,000+ operational units ²¹ have been established during the past five years, with the overall GCC count expanding approximately 32% ²² since 2021. Over 1,200 India-based GCCs ²³ now incorporate AI/ML capabilities and employ over 250,000 AI/ML professionals ²⁴ who represent approximately 28% ²⁵ of global GCC AI talent.

Aeries operates within the rapidly expanding provider-supported GCC services market, which is projected to reach nearly $40 billion ²⁶ by 2027, growing at approximately 25% ²⁷ annually. The competitive landscape includes several distinct categories of firms: global systems integrators and consulting firms such as Accenture, Deloitte, IBM, and Cognizant; specialized GCC service providers; regional outsourcing providers; and management consulting firms. The competitive environment is characterized by differentiation across geographic expertise, functional specialization, technology integration capabilities, and pricing models. According to industry analysis, approximately 60% ²⁸ of new GCC setups are established by first-time adopters. Aeries differentiates itself by focusing on private equity portfolio companies and mid-market enterprises, taking a comprehensive approach across the GCC lifecycle from strategy through operations, and integrating advanced technologies including AI and digital transformation capabilities. The Company's experience serving private equity-backed companies gives it expertise in rapid deployment, value-creation metrics, and operational excellence that management believes sets it apart from broader-market competitors.

Aeries generates revenue through a global professional services and technology consulting model centered on the planning, establishment, and operational management of Global Capability Centers (GCCs) for private equity firms' portfolio companies and middle-market technology-enabled enterprises. The Company's 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. The 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. Aeries charges a margin on direct costs, such as employee-related costs, and passes on all indirect costs, such as rent and utilities, to the client. While the goal is to achieve at least 40% ²⁹ cost savings from high-cost geographies as part of contractual terms, some clients have achieved over 60% ³⁰ cost savings. Clients may choose from two ownership structures: either a model in which Aeries sets up and operates the GCC with an optional Build-Operate-Transfer framework for future client ownership transition, or a fully client-owned model from day one called the Subsidiary model. The transfer options create a monetization opportunity if clients decide to bring their offshored services in-house.

Aeries Technology provides an integrated portfolio of services that help clients scale, transform, and manage global delivery capabilities through strategically designed GCCs. The Company's approach combines strategic consulting, functional operations, and AI-enabled transformation. The core service offering is the Global Capability Center, which Aeries plans, establishes, and manages as integrated, high-performance extensions of client organizations. The GCC service framework is delivered through three core offerings: GCC Establishment & Operations, which provides complete turnkey solutions for clients wanting to establish new GCCs in cost-advantaged, talent-rich global markets; GCC Enhancement Modules, which provide modular optimization solutions for clients operating existing GCCs engineered to improve underperforming areas or expand operational capacity; and GCC Strategic Advisory & Consulting, which provides lifecycle strategy, design, and optional implementation support for organizations evaluating or advancing their GCC initiatives. The Company has developed A1 GCC, a proprietary GCC operating platform engineered to facilitate the planning, execution, and management of GCC operations, integrating with existing enterprise systems including ERP, HRMS, and applicant tracking systems. Aeries delivers AI-related services to clients including AI Strategy and Advisory, Intelligent Automation implementing RPA and IDP, Predictive Analytics and Machine Learning, Process Optimization and AI Integration, and Change Management and Execution Support.

Aeries provides specialized consulting and managed services to improve core business functions across primary service domains including Technology, Finance & Accounting, Business Applications, IT Infrastructure, Customer Service Operations, and Cybersecurity. The Company's clients leverage 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. Aeries recruits and employs qualified professionals, places them on its payroll, and deploys them strategically across client operations. The Company retains responsibility for career development, recognition programs, and advancement opportunities. As of March 31, 2026, Aeries had more than 40 clients ³¹ spanning across industry segments including e-commerce, telecom, security, healthcare, engineering and others. The top five clients accounted for 57% ³² of revenue for the fiscal years ended March 31, 2026, and March 31, 2025, respectively. In the fiscal year ended March 31, 2025, there were two clients each contributing more than 10% of revenue, which were 21% ³³ and 12% ³⁴ respectively. In the fiscal year ended March 31, 2026, there were three clients each contributing more than 10% of revenue, which were 16% ³⁵, 12% ³⁶ and 11% ³⁷ respectively.

On November 6, 2023, Aeries consummated a business combination pursuant to the Business Combination Agreement, changing its name from Worldwide Webb Acquisition Corp. to Aeries Technology, Inc. and changing its trading symbols from WWAC and WWACW to AERT and AERTW, respectively. Pursuant to the Business Combination, all AARK ordinary shares that were issued and outstanding prior to the closing remained issued and outstanding and continued to be held by the sole shareholder of AARK, Mr. Raman Kumar. Aeries issued a Class V ordinary share to NewGen Advisors and Consultants DWC-LLC, which had voting rights equal to 26.0% ³⁸ of the total issued and outstanding Class A ordinary shares and Class V ordinary share voting together as a single class, and in certain circumstances 51.0% ³⁹ of the total issued and outstanding Class A ordinary shares and Class V ordinary share voting together as a class. On April 5, 2024, Mr. Kumar exchanged an aggregate amount of 9,500 AARK ordinary shares ⁴⁰ for 21,337,000 Exchanged Shares ⁴¹. Following this exchange, an aggregate of 10,566,347 Exchanged Shares ⁴² remain to be issued upon exchanges pursuant to both Exchange Agreements, including 7,740,979 Exchanged Shares ⁴³ for which the exchange conditions have not yet been met. Immediately following this exchange, Mr. Kumar's beneficial ownership percentage of Class A ordinary shares remained at 73.8% ⁴⁴, while his voting power increased to 72.0% ⁴⁵ of all votes attached to the total issued and outstanding Class A ordinary shares and the Class V ordinary share. The number of votes represented by the sole Class V ordinary share was reduced from 26.0% ⁴⁶ to 1.3% ⁴⁷ of all votes attached to the total issued and outstanding Class A ordinary shares and the Class V ordinary share. Following the exchange by Mr. Kumar on April 5, 2024, Aeries' economic interest in AARK increased from 38.24% ⁴⁸ to 96.91% ⁴⁹, while Mr. Kumar retained 3.09% ⁵⁰ of the economic interests in AARK. On November 6, 2024, the Company reached an agreement with Meteora to settle the outstanding maturity consideration liability through the issuance of additional shares, issuing 57,811 Class A ordinary shares ⁵¹ to Meteora in November 2024. On January 22, 2026, the Company and Sandia entered into Amendment No. 2 to the Letter Agreement, pursuant to which the Company agreed, commencing March 2026, to make monthly cash payments toward the outstanding amount, subject to reductions resulting from sell-downs of shares, with the outstanding amount subject to 15% ⁵² per annum interest calculated monthly.

For the fiscal year ended March 31, 2026, Aeries reported total revenue of $96.995 billion ⁵³ compared to $96.995 billion ⁵⁴ in the prior year. Net income was $3.5 million ⁵⁵ for the period. The Company had a cash balance of $4.9 million ⁵⁶ with a net operating cash inflow of $6.8 million ⁵⁷ for the year ended March 31, 2026. The shareholders' equity as of March 31, 2026 had a deficit of $3.0 million ⁵⁸ and the Company had a working capital deficit of $6.8 million ⁵⁹ as of March 31, 2026. Total accounts receivables increased from approximately $11.0 million ⁶⁰ to approximately $12.7 million ⁶¹. During the year ended March 31, 2026, the Company recognized a $1.9 million ⁶² write off of receivables and recorded an allowance for doubtful accounts of approximately $1.3 million ⁶³, compared to $3.6 million ⁶⁴ in the previous year. The Company's voluntary attrition rates were less than 7% ⁶⁵ for the fiscal year ended March 31, 2026.

Management's plans to address the going concern challenges include raising additional funds through existing or new credit facilities, raising additional funds through equity issuances or equity-linked capital, restructuring current liabilities into equity or long-term obligations, further negotiating for waivers from vendors, and further reducing non-core expenses with a renewed focus on organic growth in the core geography historically operated in, which is North America. The Company is hopeful of accomplishing its objectives through these measures in the anticipated time frame and 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.

Aeries plans to strengthen and broaden PE relationships by expanding activities within the private equity sector, expanding the professional network, sharpening marketing focus and precision, and adding team members with relevant industry experience. The Company plans to expand solution delivery to existing clients by increasing focus on identifying opportunities to deliver additional capabilities including AI implementation, RPA, business intelligence and advanced analytics, blockchain technology, cloud migration services, strategic business consulting, and custom software development. Aeries plans to accelerate mid-market enterprise penetration by targeting specific opportunities and expanding sales capabilities with additional personnel, with these resources planned to be based in the United States, bringing established relationships and proven experience in mid-market enterprise sales. The Company plans to advance technology and innovation capabilities by expediting the incorporation of emerging technologies and industry best practices into service offerings, developing new technology platforms, and enhancing these with technology-based services to broaden service depth and capabilities.

Aeries plans to establish strategic partnerships and alliances with other global product and service companies that maintain relationships with and provide services to private equity portfolio companies and middle-market enterprises. Beyond organic growth initiatives, the Company plans to continue systematically evaluating merger and acquisition opportunities that could expand service capabilities and extend geographic presence. The Company's primary market focus centers on North America, particularly within the private equity ecosystem and mid-market enterprise segments, which management believes represent a meaningful portion of the overall opportunity.

Aeries' pricing model involves charging a margin on direct costs such as employee-related costs and passing on all indirect costs such as rent and utilities to the client. The goal is to achieve at least 40% ⁶⁶ cost savings from high-cost geographies as part of contractual terms, with some clients having achieved over 60% ⁶⁷ cost savings. The Company's profitability and the cost of providing services are affected by utilization rates of employees in delivery locations. If the Company is not able to maintain appropriate utilization rates for employees involved in delivery of services, profit margin and profitability may suffer. The Company has significant fixed costs related to lease facilities, and these expenses will have a significant impact on fixed costs. If the Company is unable to grow business and revenue proportionately, operating results may be negatively affected.

As of March 31, 2026, Aeries had approximately 1,692 full-time employees ⁶⁸. The Company also uses temporary personnel including contractors and consultants to supplement workforce as business needs require. The total full-time non-corporate, non-executive employee count is subject to fluctuation as the Company regularly deploys employees to client locations under service agreements and may offer clients the option to hire such employees directly for a one-time fee. Aeries employs non-client-dedicated employees who serve as domain and functional specialists and provide expert services to clients as needed, including professionals in HR, Talent Acquisition, Project Management, Administration, IT, Finance, Compliance, and Marketing. The Company has consistently invested in non-client-dedicated resources to ensure Aeries can address diverse client requirements and deliver specialized consulting and advisory services. The Company's voluntary attrition rates were less than 7% ⁶⁹ for the fiscal year ended March 31, 2026.

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 March 31, 2026, the Company had a cash balance of $4.9 million ⁷⁰ with a net operating cash inflow of $6.8 million ⁷¹ for the year ended March 31, 2026. The Company reported a net profit of $3.5 million ⁷² for this period. The Company's obligations include settling maturity liabilities under the Forward Purchase Agreements of $4.3 million ⁷³, short term borrowings of $4.4 million ⁷⁴ and remaining due to other current liabilities such as accrued compensation benefits and other accruals. On January 22, 2026, the Company and one of the FPA holders agreed to settle the outstanding liability through monthly cash payments, subject to reductions in such outstanding amount resulting from sell-downs of shares. Other FPA holders have not agreed to accept shares in lieu of a cash payment as of the filing of this Annual Report, leaving a remaining potential cash liability of up to approximately $4.3 million ⁷⁵ that may further strain the Company's financial condition and liquidity.

The Company received a non-renewal notice on April 29, 2025, effective September 26, 2025, from a significant customer, expected to result in an annual revenue loss of approximately $4.0 million ⁷⁶. While the customer's non-renewal requires a one-time buyout payment to the Company of approximately $1.6 million ⁷⁷, this amount alone may not fully offset the anticipated revenue impact. Subsequent to the reporting period end, the Company received a non-renewal notice on April 24, 2026, effective from June 30, 2026 from a significant customer, expected to result in an annual revenue loss of approximately $5.7 million ⁷⁸. While the customer's non-renewal requires a one-time buyout payment to the Company of approximately $2.7 million ⁷⁹, this amount alone may not fully offset the anticipated revenue impact.

The Company faces foreign exchange and currency risks as a majority of revenues are in U.S. Dollars and costs are primarily in local currencies including Indian Rupee and Mexican Peso. An appreciation of these local currencies against the U.S. Dollar would cause a net adverse impact to profitability. The functional currency is the Indian rupee for all Indian subsidiaries. Changes in the Indian rupee's exchange rate specifically can result in earnings volatility and potentially have a material adverse effect on business and financial results. The Company also faces risks related to collection on billed and unbilled receivables from clients, particularly in the Middle East and Asia Pacific regions. During the fiscal year ended March 31, 2026, total accounts receivables increased from approximately $11.0 million ⁸⁰ to approximately $12.7 million ⁸¹. During the year ended March 31, 2026, the Company recognized a $1.9 million ⁸² write off of receivables pertaining to the business, and recorded an allowance for doubtful accounts of approximately $1.3 million ⁸³, compared to $3.6 million ⁸⁴ in the previous year. The Company in fiscal year 2026 and 2025 has recognized a $1.9 million ⁸⁵ and $9.5 million ⁸⁶ write off, respectively of receivables pertaining to the business.

The Company has identified conditions that raise substantial doubt about its ability to continue as a going concern, including a shareholders' equity deficit of $3.0 million ⁸⁷, a working capital deficit of $6.8 million ⁸⁸, obligations under Forward Purchase Agreements of $4.3 million ⁸⁹, short term borrowings of $4.4 million ⁹⁰, and non-renewal notices from significant customers expected to result in annual revenue losses of approximately $4.0 million ⁹¹ and approximately $5.7 million ⁹². The Company faces significant customer concentration risk, with top five clients accounting for 57% ⁹³ of revenue and three clients each contributing more than 10% of revenue at 16% ⁹⁴, 12% ⁹⁵ and 11% ⁹⁶ respectively. The Company has recognized a $1.9 million ⁹⁷ write off of receivables in fiscal year 2026 and a $9.5 million ⁹⁸ write off in fiscal year 2025, with an allowance for doubtful accounts of approximately $1.3 million ⁹⁹ as of March 31, 2026, reflecting heightened collection risk particularly in the Middle East and Asia Pacific regions. The Company faces foreign exchange risk as a majority of revenues are in U.S. Dollars while costs are primarily in Indian Rupee and Mexican Peso, with the functional currency being the Indian rupee for all Indian subsidiaries. The Company's ability to maintain listing on Nasdaq is uncertain, and failure to regain compliance with continued listing standards could result in delisting, negatively impacting price, liquidity, and access to capital markets.

Management's message to shareholders emphasizes that Aeries has been pioneering innovative approaches in the rapidly changing marketplace since establishment in 2012, successfully addressing the demanding requirements of the private equity sector and building a strong portfolio of private equity-backed enterprises. Management highlights that the Aeries GCC methodology is distinctive in the market, and as early innovators in this sector, the Company has helped define how adaptive, transformation-oriented GCCs are conceived and scaled. Management's strategic priorities for the period ahead include strengthening and broadening PE relationships, expanding solution delivery to existing clients, accelerating mid-market enterprise penetration, advancing technology and innovation capabilities, developing strategic partnerships and alliances, and pursuing inorganic growth opportunities. Management acknowledges conditions that raise substantial doubt about the Company's ability to continue as a going concern, including the shareholders' equity deficit of $3.0 million ¹⁰⁰ as of March 31, 2026, a working capital deficit of $6.8 million ¹⁰¹ as of March 31, 2026, obligations to settle maturity liabilities under the Forward Purchase Agreements of $4.3 million ¹⁰², short term borrowings of $4.4 million ¹⁰³, and non-renewal notices from significant customers expected to result in annual revenue losses of approximately $4.0 million ¹⁰⁴ and approximately $5.7 million ¹⁰⁵. Management's plans to address these challenges include raising additional funds through existing or new credit facilities, raising additional funds through equity issuances or equity-linked capital, restructuring current liabilities into equity or long-term obligations, further negotiating for waivers from vendors, and further reducing non-core expenses with a renewed focus on organic growth in North America.