AERT 10-K

Aeries Technology, Inc. (AERT)

10-K 2024-09-27 For: 2024-03-31

View Original

Added on April 12, 2026

Cayman Islands		98-1587626
(State or other jurisdiction of incorporation)		(IRS Employer Identification No.)

60 Paya Lebar Road, #08-13 Paya Lebar Square Singapore		409051
(Address of principal executive offices)		(Zip Code)

Title of each class	Trading Symbol(s)	Name of each exchange on which registered
Class A ordinary shares, par value $0.0001 per share	AERT	The Nasdaq Stock Market
Redeemable warrants, each whole warrant exercisable for one Class A ordinary share at an exercise price of $11.50	AERTW	The Nasdaq Stock Market

Large accelerated filer	☐	Accelerated filer	☐
Non-accelerated filer	☒	Smaller reporting company	☒
		Emerging growth company	☒

CAUTIONARY NOTE REGARDING FORWARD-LOOKING STATEMENTS		iii

PART I		1
	Item 1. Business	1
	Item 1A. Risk Factors	14
	Item 1B. Unresolved Staff Comments	40
	Item 1C. Cybersecurity	40
	Item 2. Properties	41
	Item 3. Legal Proceedings	41
	Item 4. Mine Safety Disclosures	41

PART II		42
	Item 5. Market for Registrant’s Common Equity, Related Shareholder Matters and Issuer Purchases of Equity Securities	42
	Item 6.[Reserved]	43
	Item 7. Management’s Discussion and Analysis of Financial Condition and Results of Operations	44
	Item 7A. Quantitative and Qualitative Disclosures About Market Risk	57
	Item 8. Financial Statements and Supplementary Data	57
	Item 9. Changes in and Disagreements With Accountants on Accounting and Financial Disclosure	57
	Item 9A. Controls and Procedures	58
	Item 9B. Other Information	60
	Item 9C. Disclosure Regarding Foreign Jurisdictions that Prevent Inspections	60

PART III		61
	Item 10. Directors, Executive Officers and Corporate Governance	61
	Item 11. Executive Compensation	70
	Item 12. Security Ownership of Certain Beneficial Owners and Management and Related Shareholder Matters	76
	Item 13. Certain Relationships and Related Transactions, and Director Independence	78
	Item 14. Principal Accounting Fees and Services	81

PART IV		82
	Item 15. Exhibits, Financial Statement Schedules	82
	Item 16. Form 10-K Summary	86

SIGNATURES		87

	●	the market opportunity of Aeries;

	●	our ability to maintain the listing of the Class A ordinary shares and the warrants on Nasdaq, and the potential liquidity and trading of such securities;

	●	our ability to recognize the anticipated benefits of the Business Combination, which may be affected by, among other things, competition, our ability to grow and manage growth profitably and retain our key employees;

	●	our business development efforts to maximize our potential value and to retain and expand our customer base;

	●	our estimates regarding expenses, future revenue, capital requirements and needs for additional financing;

	●	our financial performance;

	●	our ability to continue as a going concern;

	●	the sufficiency of our existing cash and cash equivalents to fund our operating expenses and capital expenditure requirements;

	●	our success in retaining or recruiting officers, key employees or directors, or any necessary changes to these positions;

	●	changes in applicable laws or regulations in the United States and foreign jurisdictions;

	●	our ability to develop and maintain effective internal controls;

	●	risks related to cybersecurity and data privacy;

	●	general economic and political conditions, such as the effects of the Russia-Ukraine and the Israel-Hamas conflicts, pandemics such as the COVID-19 outbreak, recessions, interest rates, inflation, local and national elections, fuel prices, international currency fluctuations, changes in diplomatic and trade relationships, political instability, acts of war or terrorism and natural disasters; and

	●	other factors detailed under the section entitled “Risk Factors.”

	1.	Cost savings and reductions;

	2.	Operational efficiencies and effectiveness;

	3.	Specialized centers of excellence;

	4.	Revamping and migrate legacy systems; and

	5.	Geographical expansion and revenue growth.

	1.	Significantly Lower Costs of Operations: Our scale of operations allows us to operate more economically than a native US-based model. The pricing model is simple, transparent, and aims to be cost-efficient. Aeries charges a margin on direct cost such as employee-related costs and passes on all indirect costs such as rent and utilities to the client. While our goal is to provide a minimum of 40% cost savings transition from high cost geographies as part of our contractual terms, some of our clients have experienced over 60% cost savings.

	2.	Transparency and Visibility: Our model has a built-in approval system structured for client oversight, enabling continuous cost tracking and cost control. The client has direct visibility of the team structure as well as the employees within each function and can collaborate with the site head on Aeries’ side for service quality and delivery levels.

	3.	Functional Control: Our teams operate as an extension of our clients’ organizational chart, with functional control over operations and dedicated delivery resources by client department heads. This type of engagement model provides our clients with functional control of the processes while avoiding the administrative and regulatory overhead. The Aeries team engages with the client’s leadership in a partnership approach to align all functions and resources specific to the client’s requirements to build the operations as “One Team.”

	4.	Flexibility: Our model is built to adapt to client needs and can scale up or down quickly based on clients’ business situation and objectives, without financial penalty. Aeries also provides a “Build-Operate-Transfer” option, allowing clients to buy the dedicated operations from Aeries once it is set up and optimized and the client is ready to take full control of the project and set up its own subsidiary. This provides clients the ease of taking over operations that are already established and running efficiently, thus avoiding the initial hassles of setting up their own captive unit. The transfer also creates a monetization opportunity for us if clients decide to bring their offshored services in-house.

	5.	Engagement and Governance Framework: The Aeries engagement framework facilitates a quick transition and ramp-up time for our clients’ business operations. We provide high-quality supervision, administrative and operations support, functional upskilling in local geography together with strategic inputs relevant to client business through the Aeries engagement framework. We also have employees working in senior positions in a client’s organization on an interim basis when required. This helps fill in important positions when needed, especially during carveout or acquisition transactions, when Aeries senior management can step in and provide valuable expertise and directional advisory services. Aeries senior management interacts closely with client senior management on strategic matters including organic and inorganic growth, and business expansion opportunities.

	6.	Operational Excellence: Aeries’ Operational Excellence team, comprising functional experts and advisors, works with clients’ functional teams in a consultant mode to develop relevant and effective process improvements, tailored solutions, and benchmarking best practices. This cumulative expertise enables Aeries to provide a focused and result-oriented assessment, recommendation and implementation of technology enabled solutions, process and workflow improvements. These efforts can help clients transition smoothly into a lean and efficient organizational model.

	7.	Technology: Our technology teams evaluate opportunities for refining process workflows, automating and identifying areas to incorporate new-age technology tools including Robotics Process Automation (“RPA”), AI and Data Analytics. These teams act as a layer over our core operations management services and provide business process re-engineering and technology enabled transformations.

	8.	Compliance: By virtue of the design of our Purpose-Built model, Aeries is accountable and responsible for paying taxes, managing regulatory compliance and associated risks related to assessment and scrutiny, which aims to eliminate compliance-related hassles for clients. Some countries have strict guidelines on the right price to charge for inter-company services (transfer pricing), which can at times lead to prolonged litigation. Our model is structured to address this challenge through an arm’s length client-vendor arrangement.

	1.	Deepen relationships with private equity: We intend to double down our efforts in the private equity (“PE”) ecosystem, a vertical that is close-knit, reputation and trust-based, and highly demanding. We plan to continue to build on our success in the PE community by expanding our network effect and hiring professionals with a pedigree from this industry.

	2.	Accelerate cross sales: We intend to continue to focus on selling value-add solutions and products to existing clients by having a “Vertical Head” concept supported directly by the executive team. These will be solutions and products in the space of AI, robotics, automation, business intelligence and deep analytics, blockchain, cloud migration, business strategic inputs and customized software. We aim to maintain our high levels of customer service and experience across functions, by offering excellent service delivery and top talent.

	3.	Enter and aggressively expand into the mid-market enterprise segment: We intend to accelerate our mid-market enterprise growth by hiring a sales team dedicated to this vertical. This sales team will be based in the United States and have significant relationships and experience selling into mid-market enterprises.

	4.	New Technology and Innovation: We intend to accelerate emerging new-age technology products, platforms and tailored scalable solutions, and augment this with tech-based services to expand our depth of services and capabilities

	5.	Grow with aligned partners and alliances: We intend to build alliances with pure-play management consulting firms in the space of management consultancy services, and ecosystem partnerships with leading global technology providers.

	6.	International Expansion: Our current markets are North America, Asia Pacific, and the Middle East, with a primary focus on the United States. We plan to enter new markets such as Europe, Australia and New Zealand in the long-term.

	7.	Grow Inorganically: In addition to our organic growth plan, we have continued to look for opportunities in mergers and acquisitions which could enhance our service areas and broaden our geographical reach.

	●	CyberDefense: This solution is designed to help clients manage information security risks and protect against cyberattacks, while also enabling automated responses to threats. Focusing on Security Information and Event Management (“SIEM”) and Extended Detection and Response (XDR) capabilities, it aims to protect public clouds, private clouds, and on-premise data centers. The platform is planned to provide near real-time threat detection, alerting users to file system changes, IP address usage, and modifications. This platform is currently in the advanced stages of internal prototyping.

	●	BuilderGPT: With the growing adoption of GenAI in organizations, we have been conducting extensive research to develop applications to understand tabular data, image data, and complex documents. This solution aims to allow organizations to quickly develop, run PoCs, and prototype, scaling them to production use cases with little to no coding required. This platform is in the early stages of internal prototyping.

	●	client logo prominently displayed in the offices;

	●	office and workstation set-up, furniture and stationery as per client brand guidelines and colors;

	●	client human resources policies aligned with Aeries’ policies that apply to employees; and

	●	fun at work sessions, celebrations, rewards and recognitions, which are completely aligned with the client.

	●	We operate in a rapidly evolving industry, which makes it difficult to evaluate our future prospects;

	●	We face intense competition and the failure to stand out could adversely affect our business;

	●	We may not be able to successfully execute our business strategies;

	●	We may be unable to effectively manage our growth or achieve anticipated growth;

	●	Our business depends on a strong brand, client relationships and corporate reputation, the impairment of which could harm our business;

	●	Our business is heavily dependent upon our international operations, particularly in India and Mexico, and we are subject to foreign exchange and currency risks that could adversely affect our operations;

	●	We may face difficulties as we expand our operations into countries in which we have no prior operating experience;

	●	We may acquire other companies, which could divert resources necessary to sustain our business and may not yield the anticipated benefits;

	●	Failure to attract, hire, train, and retain key management and sufficient numbers of skilled employees will adversely impact our business;

	●	We may need additional capital, and a failure by us to raise additional capital on terms favorable to us, or at all, could limit our ability to grow our business or enhance our service offerings;

	●	We have identified conditions and events that raise substantial doubt about our ability to continue as a going concern;

	●	We may need to make a cash payment of approximately $8 million under the Forward Purchase Agreements entered in connection with the closing of the Business Combination, which would reduce cash available for our operations;

	●	We have significant fixed costs related to lease facilities and our inability to renew our leases on commercially acceptable terms may adversely affect us;

	●	Our operating results may fluctuate from quarter to quarter due to various factors;

	●	Our cash flows and results of operations have been and may continue to be adversely affected if we are unable to collect on billed and unbilled receivables from clients, particularly in our newly expanded markets such as the Middle East and APAC region;

	●	Global economic and political conditions could adversely affect our business, results of operations, financial condition and prospects;

	●	If we do not continue to innovate and remain at the forefront of emerging technologies and related market trends, we may lose clients and not remain competitive;

	●	Artificial intelligence and generative artificial intelligence applications present risks and challenges that can impact our business;

	●	Our business relies heavily on owned and third-party technology and computer systems, which subjects us to various uncertainties;

	●	If we fail to adequately protect our or our client’s intellectual property rights and proprietary information in the United States and abroad, our competitive position could be impaired;

	●	Our dual-class ordinary share structure concentrates voting control with the Class V Shareholder during certain extraordinary events provided in our memorandum and articles of association. The Class V Shareholder, a business associate of Mr. Kumar who currently holds approximately 60% of all votes attached to issued and outstanding Class A ordinary shares and the Class V ordinary share, subject to special voting rights. This concentrated control limits or prevents shareholder influence over corporate matters, including director elections, amendments to our organizational documents, and major transactions requiring shareholder approval, potentially impacting the trading price of our Class A ordinary shares;

	●	We may be required to take write-downs or write-offs, restructuring and impairment or other charges that could have a significant negative effect on our financial condition, results of operations and the share price of our securities.

	●	the number, timing, scope and contractual terms of projects in which we are engaged;

	●	the business decisions of our clients regarding the use of our services;

	●	the ability to further grow sales of services from existing clients;

	●	the timing of collection of accounts receivable; and

	●	general economic conditions.

	●	changes in the industries in which we and our clients operate;

	●	developments involving our competitors;

	●	changes in laws and regulations affecting our business;

	●	variations in our operating performance and the performance of our competitors in general;

	●	actual or anticipated fluctuations in our quarterly or annual operating results;

Location		Centers
Hyderabad		2
Bengaluru		4
Mumbai		3
Pune		1
Mexico (Guadalajara)		2

	Year Ended March 31,
	2024		2023
		(In thousands)
North America	$	56,958	$	48,204
Asia Pacific and Other		15,551		4,895
Total revenue	$	72,509	$	53,099

	Year Ended March 31, 2024
Opening balance as of March 31, 2023	$	0
Transition period adjustment on accounts receivables (through retained earnings) pursuant to ASC 326		149
Adjusted balance as of April 1, 2023	$	149
Additions charged to cost and expense		1,538
Write-off charged against the allowance		(424	)
Closing balance as of March 31, 2024	$	1,263

Name	Age	Title
Executive Officers
Sudhir Appukuttan Panikassery	56	Chief Executive Officer and Director
Rajeev Gopala Krishna Nair	53	Chief Financial Officer
Unnikrishnan (Unni) Balakrishnan Nambiar	57	Chief Technology Officer
Bhisham (Ajay) Khare	47	Chief Revenue Officer & Chief Operating Officer – Americas
Daniel S. Webb	39	Chief Investment Officer and Director
Narayan Shetkar	48	Chief Strategy Officer
Non-Employee Directors
Venu Raman Kumar	63	Director and Chairman of the Board
Alok Kochhar	67	Director
Biswajit Dasgupta	58	Director
Nina B. Shapiro	76	Director
Ramesh Venkataraman	58	Director

Name and Principal Position	Fiscal year Ended	Salary⁽¹⁾		Bonus⁽²⁾		Option Awards⁽³⁾		All other compensation⁽⁵⁾			Total
Sudhir Appukuttan Panikassery	March 31, 2024	$	423,705		-		-	$	2,108		$	425,813
Chief Executive Officer	March 31, 2023	$	279,191	$	902,074	$	5,510,800	$	3,723		$	6,695,787
Bhisham (Ajay) Khare	March 31, ‌2024	$	‌305,758		-		-	$	-		$	305,758
CRO & COO - US Operations	March 31, ‌2023	$	240,000	$	‌271,000		-		-		$	‌511,000
Unnikrishnan (Unni) Balakrishnan Nambiar	March 31, ‌2024	$	‌191,257		-		-	$	‌25,000	⁽⁴⁾	$	216,257
Chief Technology Officer	March 31, ‌2023	$	‌137,459	$	‌96,000		-		-		$	‌233,459

Name	Fiscal Year 2024 Base Salary
Sudhir Appukuttan Panikassery	$	423,705
Bhisham (Ajay) Khare	$	305,758
Unnikrishnan (Unni) Balakrishnan Nambiar	$	191,257

	Option Awards										Stock Awards
Name (a)	Number of Securities Underlying Unexercised Options (#) Exercisable (b)			Number of Securities Underlying Unexercised Options (#) Unexercisable (c)		Equity Incentive Plan Awards: Number of Securities Underlying Unexercised Unearned Options (#) (d)		Option Exercise Price ($) (e)		Option Expiration Date (f)	Number of Shares or Units of Stock That Have Not Vested (#) (g)		Market Value of Shares or Units of Stock That Have Not Vested ($) (h)		Equity Incentive Plan Awards: Number of Unearned Shares, Units or Other Rights That Have Not Vested (#) (i)		Equity Incentive Plan Awards: Market or Payout Value of Unearned Shares, Units or Other Rights That Have Not Vested ($) (j)
Sudhir Appukuttan Panikassery		177,345	⁽¹⁾		0		0	$	0.12	30-Oct-25
Sudhir Appukuttan Panikassery		59,900	⁽²⁾		0		0	$	0.12	21-July-28		0	$	0		0		0
Unnikrishnan (Unni) Balakrishnan Nambiar		59,110	⁽³⁾		0		0	$	0.12	30-Oct-25		0	$	0		0		0
Bhisham (Ajay) Khare		59,110	⁽⁴⁾		0		0	$	0.12	30-Mar-26		0	$	0		0		0

(1)	The amount in this column reflects the options granted on September 27, 2019 and vested on October 31, 2020 with an exercise price of $0.12 under ATG Management Stock Option Plan, 2019, as amended.
(2)	The amount in this column reflects the options granted on July 22, 2022 and vested on July 22, 2023 with an exercise price of $0.12 under the ATG Employees Stock Option Plan 2020, as amended.
(3)	The amount in this column reflects the options granted on September 27, 2019 and vested on October 31, 2020 with an exercise price of $0.12 under ATG Management Stock Option Plan, 2019, as amended.
(4)	The amount in this column reflects the options granted on April 1, 2020 and vested on March 31, 2021 with an exercise price of $0.12 under ATG Management Stock Option Plan, 2019, as amended.

Name (a)	Fees earned or paid in cash ($) (b)		Stock awards ($) (c)		Option awards ($) (d)		Non-equity incentive plan compensation ($) (e)		Nonqualified deferred compensation earnings ($) (f)		All other compensation ($) (g)		Total ($) (h)
Venu Raman Kumar	$	262,226		-		-		-		-		-	$	262,226
Alok Kochhar	$	20,171		-		-		-		-		-	$	20,171
Biswajit Dasgupta	$	20,171		-		-		-		-		-	$	20,171
Nina B. Shapiro	$	20,171		-		-		-		-		-	$	20,171
Ramesh Venkataraman	$	20,171		-		-		-		-		-	$	20,171
Daniel W. Webb	$	1		-		-		-		-		-		1

	Number of Class A ordinary shares Beneficially Owned		% of Class A ordinary shares Beneficially Owned			Voting % in Aeries⁽¹⁾
Name and Address of Beneficial Owners
Five percent holders:
Venu Raman Kumar⁽²⁾		28,098,530		61.6	%		59.8	%
Sudhir Appukuttan Panikassery		5,151,005		11.6	%		11.4

Class V Shareholder
Meet Atul Doshi⁽³⁾		-		-			1.3	%

*Executive Officers and Directors⁽⁴⁾*
Sudhir Appukuttan Panikassery		5,151,005		11.6	%		11.4
Unnikrishnan (Unni) Balakrishnan Nambiar⁽⁵⁾		660,847		1.5	%		-
Bhisham (Ajay) Khare⁽⁶⁾		4,173,728		8.6	%		-
Daniel S. Webb⁽⁷⁾		1,307,815		2.9	%		1.2	%
Narayan Shetkar		-		-			-
Venu Raman Kumar⁽²⁾		28,098,530		61.6	%		59.8	%
Rajeev Gopala Krishna Nair		-		-			-
Alok Kochhar		-		-			-
Biswajit Dasgupta		-		-			-
Nina B. Shapiro		-		-			-
Ramesh Venkataraman		-		-			-
All named executive officers and directors (11 individuals)		39,391,925		76.9	%		72.5	%

(1)	We have a dual class ordinary share structure. As of the September 27, 2024, there are 44,500,426 Class A ordinary shares and 1 Class V ordinary share outstanding. In accordance with our Memorandum and Articles of Association, such the V ordinary share has no economic rights, but has voting rights equal to (1) 26.0% of the total issued and outstanding Class A ordinary shares and Class V ordinary share voting together as a single class (subject to a proportionate reduction in voting power in connection with the exchange by Mr. Kumar of AARK ordinary shares for Class A ordinary shares pursuant to the applicable Exchange Agreement); provided, however, that such proportionate reduction will not affect the voting rights of the Class V ordinary share in the event of (i) a threatened or actual hostile change of control and/or (ii) the appointment and removal of a director on our board of directors, and (2) in these circumstances, including the threat of a hostile change of control of Aeries, 51% of the total issued and outstanding Class A ordinary shares and Class V ordinary share voting together as a class.
(2)	Includes (i) 5,638,530 Class A ordinary shares held directly by Innovo Consultancy DMCC, which is wholly owned by Mr. Kumar, (ii) 21,337,000 Class A ordinary shares held directly by Mr. Kumar, and (iii) the right to acquire up to 1,123,000 Class A ordinary shares pursuant to the applicable Exchange Agreement. The business address of Innovo Consultancy DMCC is Unit No: 1874, DMCC Business Centre, Level No 1, Jewellery & Gemplex 3, PO Box 62693, Dubai, United Arab Emirates.
(3)	Meet Atul Doshi is the sole beneficial owner of and has dispositive voting power of the Class V ordinary share held of record by NewGen Advisors and Consultants DWC-LLC. The Class V Shareholder is owned by a business associate of Mr. Kumar. Mr. Kumar does not have control over the Class V Shareholder, and the Class V Shareholder will not receive any compensation in connection with its ownership of the Class V ordinary share. Although the Class V Shareholder is not required by contract or otherwise to vote in a manner that is beneficial to Mr. Kumar and may vote the Class V Ordinary Share in its sole discretion, given the business relationship between the Class V Shareholder and Mr. Kumar, Mr. Kumar believes that the Class V Shareholder could protect the interests of Mr. Kumar from extraordinary events, such as a hostile takeover or board contest, prior to the exchange of all ordinary shares of AARK by Mr. Kumar. The business address of the Class V Shareholder is 707 Al Baha, Al Mankhoot, Dubai, UAE.

(4)	Unless otherwise noted, the business address of each of the directors and officers is 60 Paya Lebar Road, #08-13 Paya Lebar Square, Singapore.
(5)	Includes vested restricted stock units to receive 660,847 Class A ordinary share to be settled in a number of substantially equal monthly installments between August 15, 2024 and March 15, 2025.
(6)	Includes (i) the right to acquire up to 1,702,368 Class A ordinary shares pursuant to the applicable Exchange Agreement, of which 851,184 Class A ordinary shares are issuable pursuant to the exercise of exchange rights by the ESOP Trust, for which the reporting person is a beneficiary, and assumes distribution of the underlying shares by the Aeries Employee Stock Option Trust to Mr. Khare prior to an exchange for Class A ordinary shares, and (ii) vested restricted stock units to receive 2,471,360 Class A ordinary shares to be settled in a number of substantially equal monthly installments between August 15, 2024 and March 15, 2025.
(7)	Includes (i) 560,000 Class A ordinary shares, and (ii) vested restricted stock units to receive 747,815 Class A ordinary share to be settled in a number of substantially equal monthly installments between August 15, 2024 and March 15, 2025.

Exhibit No.		Description
2.1†		Business Combination Agreement, dated as of March 11, 2023, by and among Worldwide Webb Acquisition Corp., WWAC Amalgamation Sub Pte. Ltd. and Aark Singapore Pte. Ltd. (incorporated by reference to Exhibit 2.1 to the Company’s current report on Form 8-K filed with the SEC on March 13, 2023).
2.2		Amendment No. 1 to Business Combination Agreement, dated June 30, 2023, by and among Worldwide Webb Acquisition Corp., WWAC Amalgamation Sub Pte. Ltd. and Aark Singapore Pte. Ltd. (incorporated by reference to Exhibit 2.1 to the Company’s current report on Form 8-K filed with the SEC on July 5, 2023).
2.3		Amendment No. 2 to Business Combination Agreement, dated October 9, 2023, by and among Worldwide Webb Acquisition Corp., WWAC Amalgamation Sub Pte. Ltd. and Aark Singapore Pte. Ltd. (incorporated by reference to Exhibit 2.1 to the Company’s current report on Form 8-K filed with the SEC on October 10, 2023).
2.4		Amendment No. 3 to Business Combination Agreement, dated as of October 29, 2023, by and among Worldwide Webb Acquisition Corp., WWAC Amalgamation Sub Pte. Ltd. and Aark Singapore Pte. Ltd. (incorporated by reference to Exhibit 2.1 to the Company’s current report on Form 8-K filed with the SEC on October 30, 2023).
3.1		Amended & Restated Memorandum and Articles of Association of Aeries Technology, Inc. (incorporated by reference to Exhibit 3.1 to the Current Report on Form 8-K filed with the SEC on November 13, 2023)
4.1		Specimen Class A Ordinary Share Certificate (incorporated by reference to Exhibit 4.2 to the Company’s registration statement on Form S-1 filed with the SEC on October 13, 2021)
4.2		Warrant Agreement, dated October 22, 2021, between the Company and Continental Stock Transfer & Trust Company, as warrant agent (incorporated by reference to Exhibit 4.1 to the Company’s current report on Form 8-K filed with the SEC on October 25, 2021).
4.3		Specimen Warrant Certificate (included in Exhibit 4.2 herein).
4.4*		Description of the Company’s securities.
10.1		Letter Agreement, dated October 22, 2021, among the Company, its officers and directors and Worldwide Webb Acquisition Sponsor LLC (incorporated by reference to the Exhibit 10.1 to the Company’s current report on Form 8-K filed with the SEC on October 25, 2021).
10.2		Letter Agreement Amendment, April 10, 2023 among the Company, its officers and directors and Worldwide Webb Acquisition Sponsor LLC (incorporated by reference to the Exhibit 10.3 to the Company’s current report on Form 8-K filed with the SEC on April 12, 2023).
10.3		Letter Agreement Amendment, dated as of October 26, 2023 (incorporated by reference to the Exhibit 10.2 to the Company’s current report on Form 8-K filed with the SEC on October 30, 2023).
10.4		Registration Rights Agreement, dated October 22, 2021, among the Company and certain security holders named therein (incorporated by reference to the Exhibit 10.3 to the Company’s current report on Form 8-K filed with the SEC on October 25, 2021).

10.5		Registration Rights Agreement Amendment, dated as of October 26, 2023 among the Company and certain security holders named therein (incorporated by reference to the Exhibit 10.3 to the Company’s current report on Form 8-K filed with the SEC on October 30, 2023).
10.6		Form of Investment Agreement among the Registrant, Worldwide Webb Acquisition Sponsor LLC and the anchor investors (incorporated by reference to Exhibit 10.10 to the Company’s registration statement on Form S-1 filed with the SEC on October 13, 2021).
10.7		Form of Investment Agreement Amendment (incorporated by reference to Exhibit 10.1 to the Company’s current report on Form 8-K filed with the SEC on April 12, 2023).
10.8		Form of Investment Agreement Amendment (incorporated by reference to Exhibit 10.1 to the Company’s current report on Form 8-K filed with the SEC on October 30, 2023).
10.9		Form of Non-Redemption Agreement (incorporated by reference to Exhibit 10.1 to the Company’s current report on Form 8-K filed with the SEC on April 3, 2023).
10.10		Form of Non-Redemption Agreement (incorporated by reference to Exhibit 10.1 to the Company’s current report on Form 8-K filed with the SEC on October 11, 2023).
10.11		Share Purchase Agreement dated March 20, 2020 by and between Aeries Technology Products and Strategies Private Limited, Aeries Technology Group Business Accelerators Private Limited and Stratus Technologies Private Limited (incorporated by reference to Exhibit 10.15 to the Company’s registration statement on Form S-4 filed with the SEC on October 11, 2023).
10.12		Share Purchase Agreement dated March 20, 2020, by and between Aeries Technology Products and Strategies Private Limited, Aeries Technology Group Business Accelerators Private Limited and Aeries Technology Solutions, Inc. (incorporated by reference to Exhibit 10.16 to the Company’s registration statement on Form S-4 filed with the SEC on October 11, 2023).
10.13#+		Consultancy Services Agreements, dated April 1, 2020 and April 1, 2022, by and between Aeries Technology Group Business Accelerators Private Limited and Sudhir Appukuttan Panikassery (incorporated by reference to Exhibit 10.23 to the Company’s registration statement on Form S-4 filed with the SEC on October 11, 2023).
10.14#		Employment Letter dated July 1, 2015 by and between Aeries Technology Solutions, Inc. and Bhisham Khare (incorporated by reference to Exhibit 10.24 to the Company’s registration statement on Form S-4 filed with the SEC on October 11, 2023).
10.15#		Employment Letter dated June 1, 2022, by and between ATG Business Solutions Private Limited and Unnikrishnan Nambiar (incorporated by reference to Exhibit 10.25 to the Company’s registration statement on Form S-4 filed with the SEC on October 11, 2023).
10.16#		Employment Agreement dated November 6, 2023 by and between Aark Singapore Pte. Ltd. and Sudhir Appukuttan Panikassery (incorporated by reference to Exhibit 10.1 to the Company’s current report on Form 8-K/A filed with the SEC on November 30, 2023).
10.17#+*		Employment Contract, dated June 13, 2024, by and between Aeries Technology Middle East Ltd and Sudhir Appukuttan Panikassery.
10.18#		Employment Agreement dated November 6, 2023 by and between Aeries Technology Solutions, Inc. and Bhisham Khare (incorporated by reference to Exhibit 10.2 to the Company’s current report on Form 8-K/A filed with the SEC on November 30, 2023).
10.19#*		Amendment No. 1 to Employment Agreement dated June 12, 2024 by and between Aeries Technology Solutions, Inc. and Bhisham Khare.
10.20#		Employment Agreement dated November 6, 2023 by and between Aeries Technology Solutions, Inc. and Rajeev Gopala Krishna Nair (incorporated by reference to Exhibit 10.3 to the Company’s current report on Form 8-K/A filed with the SEC on November 30, 2023).
10.21#*		Amendment No. 1 to Employment Agreement dated June 12, 2024 by and between Aeries Technology Solutions, Inc. and Rajeev Gopala Krishna Nair.
10.22#		Employment Agreement dated November 6, 2023 by and between Aeries Technology Solutions, Inc. and Unnikrishnan Balakrishnan Nambiar (incorporated by reference to Exhibit 10.4 to the Company’s current report on Form 8-K/A filed with the SEC on November 30, 2023).
10.23#*		Amendment No. 1 to Employment Agreement dated June 12, 2024 by and between Aeries Technology Solutions, Inc. and Unnikrishnan Balakrishnan.

10.24#		Employment Agreement dated November 6, 2023 by and between Aeries Technology Solutions, Inc. and Daniel Webb (incorporated by reference to Exhibit 10.5 to the Company’s current report on Form 8-K/A filed with the SEC on November 30, 2023).
10.25#*		Amendment No. 1 to Employment Agreement dated June 12, 2024 by and between Aeries Technology Solutions, Inc. and Daniel Webb.
10.26#		Employment Agreement dated November 6, 2023 by and between Aark Singapore Pte. Ltd. and Narayan Shetkar (incorporated by reference to Exhibit 10.6 to the Company’s current report on Form 8-K/A filed with the SEC on November 30, 2023).
10.27#*		Amendment to Employment Agreement, dated June 18, 2024, by and between ATG Business Solutions Private Limited and Narayan Shetkar.
10.28#		Board of Directors Agreement dated November 6, 2023 by and between the Company and Biswajit Dasgupta (incorporated by reference to Exhibit 10.39 to the Company’s registration statement on Form S-1/A filed with the SEC on May 3, 2024).
10.29#		Board of Directors Agreement dated November 6, 2023 by and between the Company and Nina B. Shapiro (incorporated by reference to Exhibit 10.40 to the Company’s registration statement on Form S-1/A filed with the SEC on May 3, 2024).
10.30#		Board of Directors Agreement dated November 6, 2023 by and between the Company and Alok Kochhar (incorporated by reference to Exhibit 10.41 to the Company’s registration statement on Form S-1/A filed with the SEC on May 3, 2024).
10.31#		Board of Directors Agreement dated November 6, 2023 by and between the Company and Venu Raman Kumar (incorporated by reference to Exhibit 10.42 to the Company’s registration statement on Form S-1/A filed with the SEC on May 3, 2024).
10.32#		Board of Directors Agreement dated November 6, 2023 by and between the Company and Sudhir Appukuttan Panikassery (incorporated by reference to Exhibit 10.43 to the Company’s registration statement on Form S-1/A filed with the SEC on May 3, 2024).
10.33#		Board of Directors Agreement dated November 6, 2023 by and between the Company and Ramesh Venkataraman (incorporated by reference to Exhibit 10.43 to the Company’s registration statement on Form S-1/A filed with the SEC on May 3, 2024).
10.34#		Board of Directors Agreement dated November 6, 2023 by and between the Company and Daniel S. Webb (incorporated by reference to Exhibit 10.44 to the Company’s registration statement on Form S-1/A filed with the SEC on May 3, 2024).
10.35+		Credit Agreement dated May 26, 2023 by and between ATG Business Solutions Private Limited and Kotak Mahindra Bank Limited (incorporated by reference to Exhibit 10.26 to the Company’s registration statement on Form S-4 filed with the SEC on October 11, 2023).
10.36		Loan Agreement dated July 10, 2015 and amended on April 18, 2020, by and between ATG Business Solutions Private Limited and Mr. Vaibhav Rao (incorporated by reference to Exhibit 10.27 to the Company’s registration statement on Form S-4 filed with the SEC on October 11, 2023).
10.37		Exchange Agreement by and among Aeries Technology, Inc., Aeries Technology Group Business Accelerators Private Limited and certain security holders named therein (incorporated by reference to Exhibit 10.25 to the Company’s current report on Form 8-K filed with the SEC on November 13, 2023).
10.38		Exchange Agreement by and among Aeries Technology, Inc., Aark Singapore Pte. Ltd. and certain security holders named therein (incorporated by reference to Exhibit 10.26 to the Company’s current report on Form 8-K filed with the SEC on November 13, 2023)
10.39		Form of Forward Purchase Agreement (incorporated by reference to Exhibit 10.1 to the Company’s current report on Form 8-K filed with the SEC on November 3, 2023).
10.40		Form of Forward Purchase Agreement Amendment (incorporated by reference to Exhibit 10.2 to the Company’s current report on Form 8-K filed with the SEC on November 6, 2023).
10.41		Form of Subscription Agreement (incorporated by reference to Exhibit 10.3 to the Company’s current report on Form 8-K filed with the SEC on November 6, 2023).
10.42		Form of Indemnification Agreement by and between the Registrant and its officers and directors (incorporated by reference to Exhibit 10.30 to the Company’s current report on Form 8-K filed with the SEC on November 13, 2023)
10.43		Form of Non-Redemption Agreement (incorporated by reference to Exhibit 10.2 to the Company’s current report on Form 8-K filed with the SEC on November 3, 2023).

10.44		Share Subscription Agreement, dated April 8, 2024, by and between Aeries Technology Inc. and Oyster Bay Fund Limited (incorporated by reference to Exhibit 10.1 to the Company’s current report on Form 8-K filed with the SEC on April 12, 2024).
10.43#		Aeries Technology, Inc. 2023 Equity Incentive Plan (incorporated by reference to Exhibit 10.31 to the Company’s current report on Form 8-K filed with the SEC on November 13, 2023).
10.44#		Amendment No. 1 to the 2023 Equity Incentive Plan (incorporated by reference to Exhibit 10.1 to the Company’s current report on Form 8-K filed with the SEC on June 11, 2024).
10.45#*		Form of Restricted Shares Unit Award Agreement under the Aeries Technology, Inc. 2023 Equity Incentive Plan.
10.46#*		Form of Restricted Shares Award Agreement under the Aeries Technology, Inc. 2023 Equity Incentive Plan.
10.47#*		Form of Nonstatutory Share Option Agreement under the Aeries Technology, Inc. 2023 Equity Incentive Plan.
10.48#*		Form of Incentive Stock Option Agreement under the Aeries Technology, Inc. 2023 Equity Incentive Plan.
14.1		Code of Ethics and Business Conduct and Ethics (incorporated by reference to Exhibit 14.1 to the Company’s current report on Form 8-K filed with the SEC on November 13, 2023).
16.1		Letter from Marcum LLP to the U.S. Securities and Exchange Commission, dated as of February 9, 2024 (incorporated by reference to Exhibit 16.1 to the Company’s current report on Form 8-K filed with the SEC on February 7, 2024).
16.2		Letter from KNAV CPA LLP to the U.S. Securities and Exchange Commission, dated as of August 15, 2024 (incorporated by reference to Exhibit 16.1 to the Company’s current report on Form 8-K filed with the SEC on August 15, 2024).
21.1*		List of Subsidiaries of Aeries Technology, Inc.
23.1*		Consent of Manohar Chowdhry & Associates, independent registered accounting firm.
31.1*		Certification of Principal Executive Officer Pursuant to Securities Exchange Act Rules 13a-14(a) and 15(d)-14(a), as adopted Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.
31.2*		Certification of Principal Financial Officer Pursuant to Securities Exchange Act Rules 13a-14(a) and 15(d)-14(a), as adopted Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.
32.1**		Certification of Principal Executive Officer Pursuant to 18 U.S.C. Section 1350, as adopted Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.
32.2**		Certification of Principal Financial Officer Pursuant to 18 U.S.C. Section 1350, as adopted Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.
97.1*		Executive Incentive Compensation Recoupment Policy.
101.INS*		Inline XBRL Instance Document - the instance document does not appear in the Interactive Data File because its XBRL tags are embedded within the Inline XBRL document
101.SCH*		Inline XBRL Taxonomy Extension Schema Document
101.CAL*		Inline XBRL Taxonomy Extension Calculation Linkbase Document
101.DEF*		Inline XBRL Taxonomy Extension Definition Linkbase Document
101.LAB*		Inline XBRL Taxonomy Extension Label Linkbase Document
101.PRE*		Inline XBRL Taxonomy Extension Presentation Linkbase Document
104*		Cover Page Interactive Data File (formatted as Inline XBRL and contained in Exhibit 101)

†	Certain of the exhibits and schedules to this exhibit have been omitted in accordance with Regulation S-K Item 601(b)(2). The Registrant agrees to furnish supplementally a copy of all omitted exhibits and schedules to the SEC upon its request.
*	Filed herewith.
**	Furnished herewith.
+	Certain identified information has been excluded from this exhibit because the Company does not believe it is material and is the type that the Company customarily treats as private and confidential. Redacted information is indicated by “[***]”.
#	Indicates a management contract or compensatory plan.

	AERIES TECHNOLOGY INC.

	By:	/s/ Sudhir Appukuttan Panikassery
	Name:	Sudhir Appukuttan Panikassery
	Title:	Chief Executive Officer