NASDAQ: AERTW

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.

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.

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.

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.

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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.

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.

Our History

The contemporary business environment has witnessed a fundamental transformation in technology and digital solutions, marked by an evolution from conventional outsourcing frameworks toward more strategic, value-driven service models that emphasize management solutions engineered to accelerate business growth, enhance customer success, facilitate access to emerging technologies and methodologies, and optimize operational effectiveness.

Aeries has been pioneering innovative approaches in this rapidly changing marketplace since our establishment in 2012. We have successfully addressed the demanding requirements of the private equity sector, meeting rigorous standards for execution velocity and value-optimization solutions, and have built a strong portfolio of private equity-backed enterprises whose organizational transformation we have facilitated and supported.

The Aeries GCC methodology is distinctive in the market, and as early innovators in this sector, we have helped define how adaptive, transformation-oriented GCCs are conceived and scaled. Drawing on our experience implementing diverse mission-critical solutions, we have built a comprehensive, modular GCC service offering. Engineered to address the limitations inherent in traditional vendor-outsourcing models and fully-owned offshore subsidiary structures, our methodology provides a clearly differentiated value proposition with the capability to offer an enhanced alternative to conventional approaches within the global outsourcing and offshoring industry through adaptive ownership frameworks, comprehensive lifecycle support, integration of emerging technologies and best practices, and strategic operational alignment.

The Outsourcing and Offshoring Industry and Our Addressable Market

The outsourcing and offshoring industry continues to evolve, driven by increasing enterprise demand for advanced technology capabilities and operational scalability. The sector’s focus has shifted from traditional cost reduction and resource optimization to accessing specialized technologies, niche expertise, and accelerating time-to-market initiatives.

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The global offshore and nearshore GCC ecosystem represents a substantial and expanding market opportunity. Enterprise investment in offshore and nearshore GCCs reached approximately $115 billion in 2025, supporting over 6,350 centers and employing more than 3.4 million professionals worldwide. Industry projections indicate this market will grow to $155 billion by 2027, representing a compound annual growth rate of approximately 15%, with employment expected to exceed 4.0 million professionals.1

Within this broader ecosystem, the provider-supported GCC services segment—which includes center establishment, operations management, and transformation services aligned with our core offerings—shows particularly strong growth. This segment is projected to reach nearly $40 billion by 2027, with estimated annual growth of approximately 25% as enterprises increasingly seek specialized external expertise throughout the GCC lifecycle.1

Our primary market focus centers on North America, particularly within the private equity ecosystem and mid-market enterprise segments. We believe these market segments represent a meaningful portion of the overall opportunity. Approximately 60% of new GCC establishments are initiated by companies with annual revenues under $10 billion, and over 60% are developed by first-time adopters of the GCC model.¹ Within the India market where we maintain established operations, 583 GCCs specifically serve mid-market companies with annual revenues below $500 million, representing a core component of our addressable market within a broader ecosystem of 2,117 GCCs generating $98.4 billion in revenue and employing 2.36 million professionals.2

Market momentum remains robust, with more than 460 new GCC establishments completed globally through November 2025 and approximately 300 new offshore-nearshore centers launched in 2025, reflecting year-on-year growth of approximately 7%.¹ In India specifically, over 500 new GCCs and 1,000+ operational units have been established during the past five years, with the overall GCC count expanding approximately 32% since 2021.2

We believe market expansion is supported by several factors that align with our service capabilities and strategic positioning. Enterprise focus on AI integration and digital transformation continues to intensify, with over 1,200 India-based GCCs now incorporating AI/ML capabilities and employing over 250,000 AI/ML professionals who represent approximately 28% of global GCC AI talent.2 Additionally, the industry is experiencing evolution toward value-based partnership frameworks and increasing adoption of flexible ownership structures, including enhanced Build-Operate-Transfer (“BOT”) arrangements, embedded service models, co-innovation frameworks, and value-based managed services.2 This shift from traditional cost-focused outsourcing toward strategic, value-driven services that support business growth, customer success, and operational optimization creates opportunities for providers capable of delivering comprehensive, outcome-oriented solutions.

The provider-supported GCC services market is experiencing increased competition as various categories of service providers enter the sector with specialized offerings.1 However, we believe the substantial market growth and evolving complexity of enterprise requirements create opportunities for providers who can deliver integrated, results-driven solutions across the complete GCC lifecycle.

These market estimates may not accurately reflect the actual size of our addressable market or our ability to capture market share.

The Advantages of Aeries’ GCC model

We believe GCCs provide an effective and flexible model for organizations to manage their talent, technology, and operations delivery requirements. We use senior leadership recommendations, market availability trends for required skill sets, and appropriate nearshore or offshore locations to deliver outsourcing services. With a customized approach and industry- and function-targeted solutions, our clients may experience benefits such as significant cost savings, improved process efficiency, greater compliance and accountability, enhanced organizational agility and adaptability to change, scalability, and innovation.

1
Everest Group Global Capability Centers Market Outlook for 2026, March 2026

2
Zinnov-Nasscom India GCC Landscape Report 2026, May 2026

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Our model is differentiated from traditional outsourcing and offshoring platforms in the following ways:

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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 cost-efficient. 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 our goal is to achieve at least 40% cost savings from high-cost geographies as part of our contractual terms, some of our clients have achieved 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 into the team structure and the employees within each function and can collaborate with the site head on Aeries’ side on 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 engagement model provides our clients with functional control over processes while avoiding administrative and regulatory overhead. The Aeries team partners with the client’s leadership to align functions and resources with the client’s requirements and build operations as “One Team.”

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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. Clients may choose from two ownership structures: either a model in which Aeries sets up and operates the GCC, with the option for a future transfer, similar to the traditional BOT model, or a fully client-owned model from day one, called the Subsidiary model. The transfer options enable clients to take over mature, fully operational centers at a time of their choosing, 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.

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Engagement and Governance Framework: The Aeries engagement framework facilitates a quick transition and ramp-up time for our clients’ business operations. Through the Aeries engagement framework, we provide high-quality supervision, administrative and operational support, functional upskilling in the local geography, and strategic inputs relevant to the client’s business. We also have employees working in senior positions at a client’s organization on an interim basis, as required. This helps fill important positions when needed, especially during carve-out or acquisition transactions, when Aeries senior management can step in to 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 Leadership: 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 deliver focused, results-oriented assessments, recommendations, and implementations of technology-enabled solutions, process, and workflow improvements. These efforts can help clients transition smoothly to a lean, efficient organizational model.

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Technology: Our technology teams evaluate opportunities for refining process workflows, automating, and identifying areas to incorporate innovative technology tools, including AI Agents, Robotics Process Automation (“RPA”), Intelligent Document Processing (“IDP”), 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.

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Comprehensive Compliance Management: By virtue of the design of our GCC, 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.

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Our Growth Strategies

We plan to drive growth through the following strategic initiatives:

1.
Strengthen and broaden PE relationships: We plan to expand our activities within the PE sector, which maintains demanding performance standards. We plan to build on our success in the PE market by expanding our professional network, sharpening our marketing focus and precision, and adding team members with relevant industry experience.

2.
Expand solution delivery to existing clients: We plan to increase our focus on identifying opportunities to deliver additional capabilities to current customers, including AI implementation, RPA, business intelligence and advanced analytics, blockchain technology, cloud migration services, strategic business consulting, and custom software development. We plan to sustain our high-quality customer service and operational performance by delivering superior service and employing skilled professionals.

3.
Accelerate mid-market enterprise penetration: We plan to increase our mid-market enterprise growth by targeting specific opportunities and expanding our sales capabilities with additional personnel. We plan for these resources to be based in the United States, bringing established relationships and proven experience in mid-market enterprise sales.

4.
Advance Technology and Innovation Capabilities: We plan to expedite the incorporation of emerging technologies and industry best practices into our service offerings, develop new technology platforms, and enhance these with technology-based services to broaden our service depth and capabilities.

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Develop strategic partnerships and alliances: We plan to establish partnerships with other global product and service companies that maintain relationships with and provide services to private equity portfolio companies and middle-market enterprises.

6.
Pursue Inorganic Growth Opportunities: Beyond our organic growth initiatives, we plan to continue systematically evaluating merger and acquisition opportunities that could expand our service capabilities and extend our geographic presence.

Services and Solutions We Offer

Aeries Technology provides an integrated portfolio of services that help clients scale, transform, and manage global delivery capabilities through strategically designed GCCs. Our approach combines strategic consulting, functional operations, and AI-enabled transformation to help clients gain operational control, reduce costs, and strengthen digital capabilities.

Global Capability Centers

Aeries plans, establishes, and manages GCCs that operate as integrated, high-performance extensions of client organizations. Our GCC approach gives clients stronger operational oversight, faster access to specialized global talent, significant cost reductions, and the ability to scale operations to meet strategic needs.

We deliver a modular, comprehensive GCC service framework through three core offerings:

GCC Establishment & Operations

We provide complete, turnkey solutions for clients who want to establish new GCCs in cost-advantaged, talent-rich global markets. Our capabilities include:

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Geographic strategy and location selection

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Talent sourcing, workforce strategy, and scaling

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Employee Value Proposition (EVP) development and employer branding

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Operating framework and governance architecture

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Facilities planning, workspace design, and infrastructure development

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Integration with client systems, organizational culture, and business objectives

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Regulatory adherence and local entity establishment

We provide two adaptable ownership frameworks:

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Aeries
Managed & Operated: Aeries establishes and manages the GCC with transparency; incorporates an optional BOT framework for
future client ownership transition

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Client-Controlled Entity: Aeries facilitates establishment and
operations while the client maintains legal ownership from initiation

Both frameworks emphasize client alignment and operational transparency.

GCC Enhancement Modules

For clients operating existing GCCs, we provide modular optimization solutions engineered to improve underperforming areas or expand operational capacity:

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Assumption and improvement of specific underperforming functions

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Development of new capabilities or Centers of Excellence within established GCCs

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Cross-functional improvements spanning Finance, HR, Technology, and additional areas

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Process optimization and operational excellence initiatives

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Implementation of shared services or Global Business Services (including HR, Recruitment)

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Talent supplementation and workforce transition services

Implementation occurs through adaptable commercial frameworks, including:

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Time & Materials

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Outcome-Based Pricing

With defined performance metrics and accountability integrated into each engagement.

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GCC Strategic Advisory & Consulting

We provide lifecycle strategy, design, and optional implementation support for organizations evaluating or advancing their GCC initiatives:

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Business justification development and viability assessment

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Entity establishment, legal framework, and compliance management

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Operating model architecture and governance structure

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Workforce strategy and talent sourcing approach

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Technology infrastructure and automation strategy

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Change management and stakeholder coordination

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Program oversight and implementation management

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AI capability assessment and digital transformation strategy

Advisory engagements are structured as fixed-fee strategic projects, with Aeries able to manage the implementation phase under adaptable arrangements.

Business Function Expertise

Aeries provides specialized consulting and managed services to improve core business functions. Our GCCs help clients build high-performing distributed teams across essential business areas, delivering results-focused execution, strategic guidance, and integrated scalability.

Our primary service domain include:

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Technology: Implementing advanced technology approaches to optimize operations and enhance
efficiency.

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Finance & Accounting: Transforming finance operations through automation, compliance management,
and strategic financial planning to provide improved financial visibility and control.

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Business Applications: Deploying comprehensive business applications to optimize processes
and improve organizational agility.

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IT Infrastructure: Establishing and maintaining robust IT systems that enable scalable growth
and technology advancement.

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Customer Service Operations: Delivering superior service through optimized processes and continuous
improvement methodologies.

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Cybersecurity: Designed to secure assets and operations against cyber threats through comprehensive
security approaches tailored to specific business requirements.

With AI-enabled automation and the Company’s A1 GCC platform, Aeries provides access to top talent, faster implementation, and significant cost savings. This approach delivers higher-quality outcomes, improved turnaround times, and cost savings compared to onshore alternatives.

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AI -Powered Transformation

The Company has developed A1 GCC, a proprietary GCC operating platform engineered to facilitate the planning, execution, and management of GCC operations. The platform brings engagement setup, talent acquisition, delivery monitoring, and operational governance into a single environment.

A1 GCC integrates with the Company’s existing enterprise systems, including ERP, HRMS, and applicant tracking systems, and is designed to deliver consolidated operational visibility across client engagements. We implement artificial intelligence capabilities in phases to support execution, reporting, and operational management processes.

The platform is designed to minimize dependence on manual reporting processes and enable data-driven management of GCC operations. Additionally, the Company delivers the following AI-related services to clients:

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AI Strategy and Advisory: Comprehensive consulting support to identify high-impact use cases, assess AI readiness, and define implementation roadmaps aligned with client business objectives.

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Intelligent Automation: Implementation of RPA, IDP, and workflow automation to eliminate manual processes, accelerate operations, and reduce costs.

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Predictive Analytics and Machine Learning: Developing and training models that identify data patterns, forecast business outcomes, and enhance decision-making across functions, including finance, operations, and customer experience.

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Process Optimization and AI Integration: Workflow reengineering and AI embedding to enable straight-through processing, improve accuracy, and reduce turnaround times across enterprise systems.

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Change Management and Execution Support: Comprehensive assistance in implementing AI solutions—including change management, stakeholder alignment, and training—to ensure successful adoption and scaling.

Our AI-powered transformation services are modular and flexible, helping clients achieve faster time to value, lower operational overhead, and scalable digital maturity with minimal disruption to operations.

Our Clients

As of March 31, 2026, we had more than 40 clients spanning across industry segments, including e-commerce, telecom, security, healthcare, engineering and others. Our top five clients accounted for 57% of our revenue for the fiscal years ended March 31, 2026, and March 31, 2025, respectively. In the fiscal year ended March 31, 2025, we had two clients, each contributing more than 10% of our revenue, which were 21% and 12% respectively. In the fiscal year ended March 31, 2026, we had three clients, each contributing more than 10% of our revenue, which were 16%, 12% and 11% respectively.

Sales and Marketing

At Aeries, our sales and marketing team is built to drive growth and deliver innovative solutions to clients across multiple industries and geographic markets. Our strategy encompasses building strategic partnerships and alliances with private equity firms and their portfolio companies.

Our business development activities focus specifically on private equity firms and their portfolio companies. A dedicated account management team supports business development, managing client engagement from initial contact through revenue optimization. Both functions receive comprehensive support from business unit leaders and vertical specialists, providing them with essential resources, analytics, and expertise to effectively meet client requirements.

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We take a digital-first approach to identify and accelerate prospects through our sales funnel. We utilize comprehensive digital marketing channels, including content marketing, search engine optimization, social media engagement, and targeted advertising, to generate qualified leads. Our CRM system enables systematic lead capture, nurturing, and conversion tracking, allowing us to optimize our sales pipeline and measure campaign effectiveness. Through these digital platforms, we position Aeries as a thought leader and trusted partner primarily within the Private Equity sector, demonstrating our commitment to guiding clients through their digital transformation initiatives.

Our marketing initiatives focus on increasing brand recognition, generating demand for our solutions, and establishing Aeries as a recognized leader in delivering technology-enabled business outcomes. We leverage marketing automation tools to deliver personalized content and maintain engagement throughout the customer journey, from initial awareness through contract execution.

Our integrated sales and marketing approach combines global expertise with market-specific customization, enabling us to address the distinct requirements of each client. By combining our industry expertise with innovative digital solutions and systematic lead management, we help clients achieve their strategic goals and drive business results.

Competition

Aeries operates within the rapidly expanding provider-supported GCC services market, which is projected to reach nearly $40 billion by 2027, growing at approximately 25% annually.1 This growth is driving intensifying competition as various categories of service providers enter the GCC space with specialized offerings.1

Our competitive landscape includes several distinct categories of firms:

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Global Systems Integrators and Consulting Firms: Large multinational firms, such as Accenture, Deloitte, IBM, and Cognizant, that offer GCC services as part of their broader technology and consulting portfolios. These firms compete on scale, global reach, and comprehensive service capabilities.

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Specialized GCC Service Providers: Mid-sized firms focused specifically on GCC establishment and management services. These competitors often emphasize deep functional expertise in specific industries or service areas.

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Regional Outsourcing Providers: India-based and other offshore service providers that have expanded into GCC advisory and management services, leveraging their local market knowledge and existing operational infrastructure.

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Management Consulting Firms: Strategy consulting firms that provide GCC advisory services, particularly around operating model design and business case development.

The competitive environment is characterized by differentiation across several dimensions, including geographic expertise, functional specialization, technology integration capabilities, and pricing models. According to industry analysis, approximately 60% of new GCC setups are established by first-time adopters,1 creating opportunities for providers who can effectively guide clients through the initial setup process.

We differentiate ourselves 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. Our experience serving the demanding requirements of private equity-backed companies gives us expertise in rapid deployment, value-creation metrics, and operational excellence that we believe sets us apart from broader-market competitors.

The market’s growth trajectory, combined with increasing enterprise adoption of flexible ownership models including BOT arrangements,2 creates both opportunities and competitive pressure. We believe our specialized positioning and proven track record in our target segments position us to compete effectively, even as the competitive environment intensifies.

1
Everest Group Global Capability Centers Market Outlook for 2026, March 2026

2
Zinnov-Nasscom India GCC Landscape Report 2026, May 2026

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One Team

Overview

As of March 31, 2026, Aeries had approximately 1,692 full-time employees. We also use temporary personnel, including contractors and consultants, to supplement our workforce as business needs require. Our total full-time non-corporate, non-executive employee count is subject to fluctuation, as we regularly deploy employees to client locations under our service agreements and may offer clients the option to hire such employees directly for a one-time fee.

In addition to client-dedicated personnel, Aeries employs non-client-dedicated employees who serve as domain and functional specialists and provide expert services to clients as needed. These specialists, including professionals in HR, Talent Acquisition, Project Management, Administration, IT, Finance, Compliance, and Marketing, deliver strategic guidance and industry best practices. These employees evaluate client organizations and operational functions to develop recommendations for cost optimization, operational effectiveness improvements, and technology enhancements. We have consistently invested in non-client-dedicated resources to ensure Aeries can address diverse client requirements and deliver specialized consulting and advisory services.

We believe organizational culture is essential for employee engagement, and we work to ensure that personnel assigned to client teams under our GCC model function as integrated extensions of client organizations. We believe this approach provides advantages in recruiting engaged professionals who deliver superior performance. We foster a One Team culture by understanding and incorporating clients’ human resources practices and organizational cultures, enabling our employees to align with client brands and corporate cultures. Coordinating human resources engagement with client HR functions helps our employees advance their careers, supports leadership development, and helps retain key talent which has helped us to achieve voluntary attrition rates of less than 7% for the fiscal year ended March 31, 2026.

Culture and Branding Initiatives

We have established culture and branding protocols, including:

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Client logos displayed prominently in office environments;

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Office layouts, workstation configurations, furniture, and materials aligned with client brand standards and color schemes;

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Client human resources policies integrated with Aeries’ employee policies where applicable; and

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Employee engagement activities, celebrations, awards, and recognition programs coordinated with client preferences.

We believe these cultural and branding protocols support alignment with client organizational cultures and strengthen working relationships. Additionally, we structure client-dedicated personnel schedules to meet client requirements across time zones and to support continuous operations through shift-based scheduling and “follow-the-sun” models. Aeries’ client-dedicated resources adapt to cultural considerations in the geographic markets they serve. These relationships are further strengthened through personnel exchanges, including Aeries resources visiting client locations and client teams visiting Aeries centers.

Attracting and Retaining Talent

The Aeries GCC model is designed to ensure access to qualified talent with the appropriate skill sets to meet clients’ business requirements. We utilize multiple sourcing channels to identify suitable candidates, including digital recruitment campaigns, social media outreach, and targeted online advertising to reach specialized talent pools. Our Employee Value Proposition (EVP) and employer branding initiatives are tailored to attract professionals who align with both Aeries’ culture and client organizational values. We keep clients actively involved in the selection process to ensure organizational fit.

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Aeries maintains an internal recruitment team and has established relationships with leading recruitment agencies to facilitate efficient talent acquisition. We also source candidates through employee referrals, online job platforms, and digital recruitment campaigns targeting specific skill sets and experience levels. Aeries employs a systematic screening process to evaluate candidates within required timeframes, incorporating client input throughout the selection process.

Our commitment to workplace excellence has been recognized through our Great Place to Work certification for three consecutive years, demonstrating our focus on employee satisfaction and organizational culture. Our comprehensive benefits package, together with our integrated culture approach that combines client human resource practices and organizational culture, helps employees align with client brands and corporate cultures. Our EVP emphasizes career development opportunities, competitive compensation, and a collaborative work environment that enables professional growth within client-aligned teams.

We believe this comprehensive approach to talent acquisition and retention, supported by our workplace certifications and a structured EVP, enhances collaboration and delivery effectiveness while sustaining employee satisfaction and retention across our client engagements.

Our Commitment to ESG

Aeries has adopted environmental, social, and governance (“ESG”) guidelines applicable to our operations, employees, clients, and third-party service providers. These guidelines address employee well-being in recruitment, retention, and development, client privacy and security, supply chain ESG considerations, environmental impact reduction, and systemic risk management. Aeries supports local community initiatives through financial contributions and employee volunteer time.

Environmental

Aeries considers environmental protection and carbon footprint reduction as operational responsibilities. We implement policies to reduce resource consumption and energy usage, minimize waste generation, and control pollution from our business operations. Our environmental initiatives focus on energy management, water conservation, and paper use reduction across our facilities and client-dedicated operations.

Social

Aeries focuses on creating positive social impact, particularly for underrepresented individuals. We support two non-governmental organizations in Mumbai: Masoom, which provides educational support to night school students through skills development and job placement assistance, and Girija Welfare Association, which operates an orphanage and an eldercare facility that provide food, shelter, education, and medical care to underprivileged children and senior citizens. Our support includes monetary donations, educational materials, books, and supplies such as clothing and toys.

Governance

Aeries maintains governance structures aligned with our GCC model and client partnerships. Our code of conduct and core values—Collaboration, Accountability, Transparency, Integrity, Innovation, and Customer Centricity—guide our operations and are reviewed periodically. We maintain an open organizational culture that encourages employees to report violations of the code of conduct. Our cybersecurity framework protects client and company information assets and ensures proper handling of personal information. We maintain ISO 27001:2022 certification and SOC 2 Type 2 compliance.

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Intellectual Property

Our intellectual property rights are important to our business operations. We rely on intellectual property laws, confidentiality procedures, and contractual provisions to protect our proprietary information. We require employees, independent contractors, vendors, and clients to execute written confidentiality agreements upon commencing relationships with us. These agreements generally provide that confidential or proprietary information we disclose or make available will be kept in confidence.

We have created specialized client solutions that are important to our business. These solutions and related concepts are currently protected as confidential information and trade secrets, and we may pursue additional intellectual property protections, where appropriate, upon completion of development. Our documents and materials relating to procedures, products, and strategies bear copyright symbols indicating ownership. We hold a registered trademark “ATG AERIES” in India, valid until August 2028.

Government Regulations

We are subject to federal, state, and foreign legal requirements, including data privacy and protection, employment and labour relations, immigration, taxation, anti-corruption, import/export controls, trade restrictions, internal controls and disclosure obligations, securities regulation, and anti-competition laws. As a group operating through subsidiaries in multiple jurisdictions, we are subject to foreign exchange controls, transfer pricing regulations, and customs laws governing fund transfers between Aeries and its subsidiaries. We are required to comply with the Foreign Corrupt Practices Act and other anti-corruption and anti-bribery laws.

Violations of these legal requirements could result in significant fines, damages, criminal sanctions against us or our officers, business prohibitions, and reputational damage. Regulatory violations or failure to comply with contractual obligations relating to customer engagements could result in liability for monetary damages, fines, criminal prosecution, adverse publicity, reputational harm, restrictions on our ability to compete for work, and customer allegations of contractual non-performance.

Corporate History, the Business Combination, and the Exchange of Shares

Aeries Technology, Inc. (formerly known as Worldwide Webb Acquisition Corp. or “WWAC”) was originally incorporated on March 5, 2021 and consummated an initial public offering (the “IPO”), after which its securities began trading on the Nasdaq Capital Market (“Nasdaq”).

On November 6, 2023 (the “Closing Date”), AARK consummated a business combination pursuant to that certain Business Combination Agreement, dated as of March 11, 2023 (as amended, the “Business Combination Agreement”), by and among WWAC, WWAC Amalgamation Sub Pte. Ltd., a Singapore private company limited by shares and a direct wholly owned subsidiary of WWAC (“Amalgamation Sub”), and AARK. Pursuant to the Business Combination Agreement, Amalgamation Sub and AARK amalgamated and continued as one company, with AARK being the surviving entity, and as a result thereof, Aeries Technology Group Business Accelerators Pvt. Ltd., an Indian private company limited by shares (“ATG” or “ATGBA”) became an indirect subsidiary of WWAC (the “Amalgamation” and, together with the other transactions contemplated by the Business Combination Agreement, the “Business Combination”).

In connection with the Business Combination, we changed our name from Worldwide Webb Acquisition Corp. to Aeries Technology, Inc. Following the Closing Date, we changed the trading symbols for our Class A ordinary shares and warrants to purchase Class A ordinary shares on Nasdaq from “WWAC” and “WWACW” to “AERT” and “AERTW”, respectively.

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Pursuant to the Business Combination Agreement, all AARK ordinary shares that were issued and outstanding prior to the closing of the Business Combination remained issued and outstanding following the closing and continued to be held by the sole shareholder of AARK, Mr. Raman Kumar. Additionally, in connection with the Business Combination, Aeries issued a Class V ordinary share to NewGen Advisors and Consultants DWC-LLC (the “Class V Shareholder”), a business associate of Mr. Kumar. The Class V ordinary share had 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 described below) and (2) in certain circumstances as described below, 51.0% of the total issued and outstanding Class A ordinary shares and Class V ordinary share voting together as a class; provided, however, that any such proportionate reduction under (1) would 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 the board of directors of the Company (the “Board”) (such events, “Extraordinary Events”).

Pursuant to the Business Combination Agreement, all of the shares of the Amalgamation Sub that were issued and outstanding immediately prior to the closing of the Business Combination were converted into a number of newly issued AARK ordinary shares following the closing. Pursuant to the Business Combination, Aeries has a right to appoint two out of the three directors on the board of directors of AARK and therefore has an ability to control the activities undertaken by AARK in ordinary course of business, resulting in AARK being classified as a subsidiary of Aeries following the closing of the Business Combination. In accordance with principles of Financial Accounting Standards Board’s Accounting Standards Codification Topic 805, Business Combinations (“ASC 805”) and based on the economic interest held by the shareholders post the Business Combination as well as the underlying rights, it was assessed that AARK was the accounting acquirer and WWAC was the accounting acquiree. The Business Combination has been accounted for as reverse recapitalization.

On the Closing Date, Aeries entered into exchange agreements with Mr. Kumar and the shareholders of ATG other than AARK (the “Other ATG Shareholders”), respectively (collectively, the “Exchange Agreements”). Pursuant to the Exchange Agreements, subject to certain exercise conditions, Aeries has the right to acquire all of the AARK or ATG ordinary shares for Class A ordinary shares or cash. In addition, subject to certain exercise condition, each shareholder of AARK and ATG ordinary shares has the right to require Aeries to provide Class A ordinary shares or cash in exchange for up to all of the AARK or ATG ordinary shares. Each share of AARK may be exchanged for 2,246 Class A ordinary shares and each ATG ordinary share may be exchanged for 14.40 Class A ordinary shares, in each case subject to certain adjustments (collectively, the “Exchanged Shares”). The Exchange Agreements are conditioned on satisfaction of certain conditions and regulatory approvals, including from the Reserve Bank of India (“RBI”), as applicable. The cash exchange payment may only be elected in the event approval from RBI is not obtained for exchange of shares and provided that Aeries has reasonable cash flow to be able to pay the cash exchange payment and such payment would not be prohibited by any then outstanding debt agreements or arrangements of Aeries.

On March 26, 2024, Aeries determined that the exchange conditions in the Exchange Agreements with respect to Mr. Kumar and one of the Other ATG Shareholders, Bhisham Khare, had been satisfied. On April 5, 2024, Mr. Kumar exchanged an aggregate amount of 9,500 AARK ordinary shares for 21,337,000 Exchanged Shares. Following this exchange by Mr. Kumar, an aggregate of 10,566,347 Exchanged Shares remain to be issued upon exchanges pursuant to both the Exchange Agreements, including 7,740,979 Exchanged Shares 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%, while his voting power increased to 72.0% of all votes attached to the total issued and outstanding Class A ordinary shares and the Class V ordinary share, subject to the special voting rights of the Class V ordinary share regarding the Extraordinary Events. As a result of and immediately following this exchange, and in accordance with our memorandum and articles of association, the number of votes represented by the sole Class V ordinary share was reduced from 26.0% to 1.3% of all votes attached to the total issued and outstanding Class A ordinary shares and the Class V ordinary share; however, this reduction does not affect the voting rights of the Class V ordinary share in the event of the Extraordinary Events.

Following the exchange by Mr. Kumar on April 5, 2024, Aeries’ economic interest in AARK increased from 38.24% to 96.91%, while Mr. Kumar retained 3.09% of the economic interests in AARK.

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Our Status as a Cayman Islands Exempted Company and as a Public Company

We are a Cayman Islands exempted company. Exempted companies are Cayman Islands companies conducting business mainly outside the Cayman Islands and, as such, are exempted from complying with certain provisions of the Companies Act (As Revised) of the Cayman Islands (the “Companies Act”). As an exempted company, we have applied for and received a tax exemption undertaking from the Cayman Islands government that, in accordance with Section 6 of the Tax Concessions Act (As Revised) of the Cayman Islands, for a period of 20 years from the date of the undertaking, no law which is enacted in the Cayman Islands imposing any tax to be levied on profits, income, gains or appreciations will apply to us or our operations and, in addition, that no tax to be levied on profits, income, gains or appreciations or which is in the nature of estate duty or inheritance tax will be payable (i) on or in respect of our shares, debentures or other obligations or (ii) by way of the withholding in whole or in part of a payment of dividend or other distribution of income or capital by us to our shareholders or a payment of principal or interest or other sums due under a debenture or other obligation of us.

We are an “emerging growth company,” as defined in Section 2(a) of the Securities Act of 1933, as amended (the “Securities Act”). As such, we are eligible to take advantage of certain exemptions from various reporting requirements that are applicable to other public companies that are not “emerging growth companies” including, but not limited to, not being required to comply with the auditor attestation requirements of Section 404 of the Public Company Accounting Reform and Investor Protection Act of 2002 (the “Sarbanes-Oxley Act”), reduced disclosure obligations regarding executive compensation in our periodic reports and proxy statements, and exemptions from the requirements of holding a non-binding advisory vote on executive compensation and shareholder approval of any golden parachute payments not previously approved. If some investors find our securities less attractive as a result, there may be a less active trading market for our securities and the prices of our securities may be more volatile.

In addition, Section 107 of the Jumpstart Our Business Startups Act of 2012 (the “JOBS Act”) also provides that an “emerging growth company” can take advantage of the extended transition period provided in Section 7(a)(2)(B) of the Securities Act for complying with new or revised accounting standards. In other words, an “emerging growth company” can delay the adoption of certain accounting standards until those standards would otherwise apply to private companies. We intend to take advantage of the benefits of this extended transition period.

We will remain an emerging growth company until the earlier of (1) the last day of the fiscal year (a) following the fifth anniversary of the completion of the IPO in October 2021, (b) in which we have total annual gross revenue of at least $1.235 billion, or (c) in which we are deemed to be a large accelerated filer, which means the market value of our ordinary shares that are held by non-affiliates equals or exceeds $700 million as of the end of that year’s second fiscal quarter, and (2) the date on which we have issued more than $1 billion in non-convertible debt securities during the prior three-year period.

Additionally, we are a “smaller reporting company” as defined in Item 10(f)(1) of Regulation S-K. Smaller reporting companies may take advantage of certain reduced disclosure obligations, including, among other things, providing only two years of audited financial statements. We will remain a smaller reporting company as long as (1) the market value of our ordinary shares held by non-affiliates is less than $250 million as of the end of a year’s second fiscal quarter, or (2) our annual revenues are less than $100 million during a completed fiscal year and the market value of our ordinary shares held by non-affiliates is less than $700 million as of the end of that year’s second fiscal quarter.

Corporate Information

Our principal executive offices are located at 60 Paya Lebar Road, #08-13, Paya Lebar Square, Singapore, and our telephone number at that location is 65 98416625. Our website address is https://aeriestechnology.com/. Information contained on our website is not a part of this report, and the inclusion of our website address in this report is an inactive textual reference only. We make available free of charge through our website our Annual Report on Form 10-K, Quarterly Reports on Form 10-Q, Current Reports on Form 8-K and amendments to those reports filed or furnished pursuant to Section 13(a) or 15(d) of the Securities Exchange Act of 1934, as amended (“Exchange Act”), as well as beneficial ownership reports on Forms 3, 4 and 5 filed pursuant to Section 16 of the Exchange Act, as soon as reasonably practicable after such documents are electronically filed with, or furnished to, the Securities and Exchange Commission (“SEC”). The SEC also maintains a website at www.sec.gov that contains reports, proxy statements and other information regarding SEC registrants, including Aeries.

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