0001829126-24-007681 | 10-Q | XBRL Viewer

$ 135

$ 76

$ 282

$ 199

Accounts payable

7,330

$ 6,616

Aeries Financial Technologies Private Limited [Member]

18,477

23,757

Cost sharing arrangements

^[1]

101

Interest income

^[2],[3]

Investment in 0.001% Series-A Redeemable preference share

^[1]

^[3]

1,018

939

Loans to affiliates (classified under other assets)

^[2]

104

105

Bhanix Finance And Investment Limited [Member]

Cost sharing arrangements

^[1]

Corporate guarantee commission

Aeries Technology Products And Strategies Private Limited [Member]

^[1]

Corporate guarantee expense

^[4]

Office management and support services expense

^[5]

Interest income

^[3],[6]

^[7]

Accounts payable

^[7]

Interest payable (classified under other current liabilities)

^[5]

Interest receivable (classified under prepaid expenses and other current assets)

^[6]

Investment in 10% Cumulative redeemable preference shares

^[3]

817

792

Loans from affiliates

^[5]

495

498

Loans to affiliates (classified under other assets)

^[6]

567

558

Mr Vaibhav Rao [Member]

Loan from Members of immediate families of Venu Raman Kumar

^[8]

^[8]

829

834

Ralak Consulting LLP [Member]

Legal and professional fees paid

^[9]

134

154

213

Aark II Pte Limited [Member]

Management consultancy service

^[10]

757

832

1,503

1,702

TSLC Pte Limited [Member]

^[10]

501

629

Management consultancy service

^[10]

$ 88

Redeemable Noncontrolling Interest and Shareholders’ Equity (Deficit)

^[10]

$ 128

[1]	The Company was in a cost sharing arrangement with Aeries Financial Technologies Private Ltd and Bhanix Finance and Investment Ltd under separate agreements dated April 1, 2020. The cost sharing arrangement included costs in the areas of office management, IT and operations. The agreements are for a 36-month term with auto renewals after the original term.
[2]	The Company received interest income in relation to loans given to affiliates to support their working capital requirements. The loans were for a 3-year term and issued at an interest rate of 15-17% per annum.
[3]	This amount represents investments in affiliates. The Company earned interest income on its investments in affiliates.
[4]	ATPSPL gave corporate guarantee of INR 240,000 (or approximately $2,864 at the exchange rate in effect on September 30, 2024) on behalf of the Company towards the revolving credit facility availed. ATPSPL charges a corporate guarantee commission of 0.5% on the total corporate guarantee given. The guarantee was withdrawn during the year ended March 31, 2024.
[5]	The Company incurred interest expense in relation to loans taken from ATPSPL, which were borrowed to meet working capital requirements. The loans were for a 3-year term and were issued at an interest rate of 12% per annum.
[6]	The Company received interest income in relation to loans given to affiliates to support their working capital requirements. The loans were for a 3-year term and issued at an interest rate of 12% per annum.
[7]	The Company availed management consulting services from ATPSPL under agreements dated March 20, 2020 and April 1, 2021.
[8]	The Company obtained a loan at 10% interest rate from Vaibhav Rao for business purposes. The agreement shall remain valid until the principal amount along with interest is fully repaid. The principal amount of the loan was outstanding in entirety as of September 30, 2024.
[9]	The Company availed consulting services including implementation services in business restructuring, risk management, feasibility studies, mergers & acquisitions etc. from Ralak Consulting LLP via agreement dated April 1, 2022.
[10]	The Company provided management consulting services to Aark II Pte Ltd under an agreement dated June 21, 2021 and its amendments thereof and to TSLC Pte Ltd under an agreement dated July 12, 2021.

Commitments and Contingencies (Details Narrative) - USD ($) $ in Thousands	6 Months Ended
	Sep. 30, 2024	Sep. 30, 2023	Aug. 02, 2024	Dec. 07, 2022
Commitments and contingencies (Note 10)
Stock issued during period shares	200,000
Exchange rate	$ 2,387		$ 97	$ 137
Other income, net	$ 0	$ 2

CONDENSED CONSOLIDATED STATEMENTS OF CHANGES IN REDEEMABLE NONCONTROLLING INTEREST AND SHAREHOLDERS' DEFICIT (Unaudited) - USD ($) $ in Thousands	Redeemable Noncontrolling Interest [Member]	Ordinary Shares Class A [Member]	Ordinary Shares Class V [Member]	Additional Paid-in Capital [Member]	Retained Earnings [Member]	AOCI Attributable to Parent [Member]	Total Stockholders Equitydeficit [Member]	Noncontrolling Interest [Member]	Total
Beginning balance, value at Mar. 31, 2023				$ 7,221	$ 6,318	$ (1,349)	$ 12,190	$ 1,279	$ 13,469
Beginning balance, shares at Mar. 31, 2023		10,000
Transition period adjustment pursuant to ASC 326, net of tax					(190)		(190)	(33)	(223)
Adjusted Balance, value				7,221	6,128	(1,349)	12,000	1,246	13,246
Adjusted Balance, shares		10,000
Stock-based compensation				1,374			1,374		1,374
Net Loss for the period					421		421	73	494
Other comprehensive loss						(12)	(12)	(2)	(14)
Net changes in net stockholders’ investment				(10)			(10)		(10)
Balance as at September 30, 2023 at Jun. 30, 2023				8,585	6,549	(1,361)	13,773	1,317	15,090
Ending balance, shares at Jun. 30, 2023		10,000
Stock-based compensation				252			252		252
Net Loss for the period					819		819	108	927
Other comprehensive loss						(164)	(164)	(28)	(192)
Balance as at September 30, 2023 at Sep. 30, 2023				8,837	7,368	(1,525)	14,680	1,397	16,077
Ending balance, shares at Sep. 30, 2023		10,000
Beginning balance, value at Mar. 31, 2024	734	$ 2	$ 0		(11,668)	(574)	(12,240)	10,326	(1,914)
Beginning balance, shares at Mar. 31, 2024		15,619,004	1
Net loss for the period prior to share exchange	0				(430)		(430)	(244)	(674)
Other comprehensive loss for the period prior to share exchange	0					(1)	(1)	(2)	(3)
Issuance of Class A ordinary shares with respect to share exchange agreement		$ 2		9,396			9,398	(9,396)	2
Issuance of Class A ordinary shares with respect to share exchange agreement, shares		21,337,000
Issuance of Class A ordinary shares in connection with private placement		$ 0		4,675			4,675		4,675
Issuance of Class A ordinary shares in connection with private placement, shares		1,940,958
Settlement of accounts payable through issuance of Class A ordinary shares		$ 0		78			78		78
Settlement of accounts payable through issuance of Class A ordinary shares, shares		54,074
Stock-based compensation		$ 0		12,746			12,746		12,746
Stock based compensation, shares		5,151,005
Net Loss for the period	10				(14,391)		(14,391)	(262)	(14,653)
Other comprehensive loss for the period post share exchange	(9)					(66)	(66)	(5)	(71)
Balance as at September 30, 2023 at Jun. 30, 2024	735	$ 4	$ 0	26,895	(26,489)	(641)	(231)	417	186
Ending balance, shares at Jun. 30, 2024		44,102,041	1
Issuance of Class A ordinary shares in connection with private placement		$ 0		0			0		0
Issuance of Class A ordinary shares in connection with private placement, shares		270,820
Settlement of accounts payable through issuance of Class A ordinary shares		$ 0		264			264		264
Settlement of accounts payable through issuance of Class A ordinary shares, shares		127,565
Net Loss for the period	(26)				(2,190)		(2,190)	(90)	(2,280)
Other comprehensive loss	(24)					(159)	(159)	(10)	(169)
Balance as at September 30, 2023 at Sep. 30, 2024	$ 685	$ 4	$ 0	$ 27,159	$ (28,679)	$ (800)	$ (2,316)	$ 317	$ (1,999)
Ending balance, shares at Sep. 30, 2024		44,500,426	1

Redeemable Noncontrolling Interest and Shareholders’ Equity (Deficit)

6 Months Ended

Sep. 30, 2024

Equity [Abstract]

Note 12 - Redeemable Noncontrolling Interest and Shareholders’ Equity (Deficit)

The condensed consolidated statements of changes in Redeemable Noncontrolling Interest and Shareholders’ Equity (Deficit) reflect the reverse recapitalization and Business Combination as mentioned in Note 1, on Business Combination, and Reverse Recapitalization. As AARK was deemed to be the acquirer in the Business Combination, all periods prior to the completion of the Business Combination reflect the balances and activity of AARK. The consolidated balances as of March 31, 2023 from the audited financial statements of AARK as of that date, share activity (Class A ordinary shares) and per share amounts in the condensed consolidated statement of change in shareholders’ equity (deficit) were not retroactively adjusted given that the exchange of all the shares held by the owners of AARK as contemplated under the Exchange Agreements as set out in Note 10 has not been completed.

Preference shares

The Company is authorized to issue 5,000,000 shares of preference shares, par value $0.0001 per share, with such designations, voting and other rights and preferences as may be determined from time to time by the Company’s board of directors. As of September 30, 2024, there were no shares of preference shares issued or outstanding.

Class A ordinary shares

The Company is authorized to issue 500,000,000 Class A ordinary shares with a par value of $0.0001 per share. As of September 30, 2024, there were 44,500,426 Class A ordinary shares issued and outstanding, including 4,000,000 Class A ordinary shares subject to the FPAs. Each Class A ordinary share carries one vote and entitles the shareholders to ratable rights in dividends and distributions as well as in the event of liquidation.

Class V ordinary shares

The Company is authorized to issue 1 Class V ordinary share with a par value of $0.0001 per share. As of September 30, 2024, there was 1 Class V ordinary share issued and outstanding. The Class V share does not carry any direct economic rights in dividends and other distributions or in an event of liquidation. It does carry voting rights equal to 1.3% which will ratchet up to 51% voting rights upon occurrence of “extraordinary events” at the ATI level.

Common stock

Pre-combination AARK had only one class of ordinary shares having no par value. Holders of ordinary shares were entitled to one vote per share held. As of June 14, 2023 (immediately prior to the effective date of a stock split), there were 10 ordinary shares outstanding, and the number of ordinary shares outstanding after a stock split was 10,000. As a result of stock split, AARK’s shares were retroactively restated as if the transaction occurred at the beginning of the earliest periods presented. Consequently, as of April 1 2023 and 2022, the AARK’s ordinary shares consisted of 10,000 shares, all of which were issued and fully paid. Upon the liquidation, dissolution or winding up of AARK, ordinary shareholders were entitled to receive a ratable share of the available net assets of AARK after payment of all debts and other liabilities. The ordinary shares had no preemptive, subscription, redemption or conversion rights.

Equity financing

On April 8, 2024, the Company entered into a private placement transaction (the “Private Placement”), pursuant to a Share Subscription Agreement (the “Subscription Agreement”) with an institutional accredited investor (the “Investor”) for aggregate gross proceeds of $5,000,000. The Private Placement closed on April 23, 2024. As part of the Private Placement, the Company agreed to sell an aggregate of 2,261,778 Class A ordinary shares, $0.0001 par value per share, at a purchase price of $2.21 per share subject to the Beneficial Ownership Limitation. The “Beneficial Ownership Limitation” shall be 4.99% (or, at the election of the Investor at the closing of the Private Placement, 9.99%) of the number of Class A ordinary shares outstanding immediately after giving effect to the issuance of the Class A ordinary shares to the Investor.

The Subscription Agreement contains customary representations, warranties and covenants of the parties, and the closing was subject to customary closing conditions. The Company intends to use the net proceeds of approximately $4.68 million from the Private Placement, following a deduction of a 6.5% commission paid to a placement agent, for general corporate and working capital purposes.

As of the closing of the Private Placement, the Company issued an aggregate of 1,940,958 Class A ordinary shares at a purchase price of $2.21 per share and reserved 320,820 Class A ordinary shares in adherence to the Beneficial Ownership Limitation. On July 10, 2024, the Company issued an additional 270,820 shares from the previously reserved 320,820 shares.

Exchange Pursuant to Exchange Agreement

Pursuant to the Exchange Agreements, on April 5, 2024, the prior investor of AARK has exchanged 9,500 ordinary shares of AARK for 21,337,000 Class A ordinary shares of the Company (i.e. 2,246 Class A ordinary shares of the Company for 1 ordinary share of AARK).

Shares issued to vendors

In December 2023, ATI settled the amounts owed to certain vendors by issuance of Class A ordinary shares. If the VWAP of the Class A ordinary shares over the three trading days immediately preceding the agreement date is higher than the VWAP over the three trading days immediately preceding the six-month anniversary from the agreement date, ATI would need to issue additional Class A ordinary shares for the difference.

Pursuant to the abovementioned clause, the Company has issued in total 54,074 Class A ordinary shares to the vendors on May 24, 2024.

In September 2024, the Company issued 78,947 Class A ordinary shares and 48,618 Class A ordinary shares, each valued on the relevant dates of the respective agreements, to two separate vendors, as compensation for their respective services.

Redeemable noncontrolling interest

As of September 30, 2024, the prior investors of AARK owns 3.09% of the ordinary shares of AARK, and prior investors of ATGBA owned 14.69% of the ordinary shares of ATGBA. The prior investors of AARK and ATGBA have the right to exchange their AARK or ATGBA ordinary shares for Class A ordinary shares of the Company based on the exchange ratio as set out in the Exchange Agreements details of which are set out in Note 10 or cash proceeds based on the VWAP for each of the five consecutive trading days ending on the exchange date, but only if the approval from the Reserve Bank of India or other regulatory approvals are not obtained and subject to other conditions specified in the Exchange Agreements. The exchange is also subject to certain other specified conditions being met, including achieving certain financial and stock price milestones. Given that this is not solely in control of ATI, the noncontrolling interests have been accounted for in accordance with ASC 480-10-S99-1. The redeemable noncontrolling interest has initially been measured at the proportionate share in the net assets of AARK and its subsidiaries in accordance with ASC 805-40-30-3. The cash redemption is not considered to be probable on September 30, 2024 because the specified conditions in relation to EBITDA and revenue have already been met and the Reserve Bank of India and / or applicable regulatory approvals are expected to be received. On this basis the redeemable noncontrolling interest has subsequently been measured by attributing the net income/ loss of AARK pursuant to ASC 810-10.

The entire disclosure for equity.

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Schedule of Restricted Stock Units activity

Stock-Based Compensation (Details) - Restricted Stock Units (RSUs) [Member] $ in Thousands	6 Months Ended
	Sep. 30, 2024 USD ($) shares
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items]
Number of shares unvested, at beginning \| shares
Grant date fair value unvested, at beginning \| $
Number of shares granted \| shares	3,880,022
Grant date fair value granted \| $	$ 5,432
Number of shares vested \| shares	(3,880,022)
Grant date fair value vested \| $	$ 5,432
Number of shares forfeited/ canceled \| shares
Grant date fair value forfeited/ canceled \| $
Number of shares unvested, at end \| shares
Grant date fair value unvested, at end \| $

Stock-Based Compensation (Tables)

6 Months Ended

Sep. 30, 2024

Schedule of Restricted Stock Units activity
	Restricted Stock Units
	Number of Shares			Grant Date Fair Value
Unvested as of April 1, 2024		-			-
Granted		3,880,022		$	5,432
Vested		(3,880,022	)	$	5,432
Forfeited / Canceled		-			-
Unvested as of September 30, 2024		-			-

Schedule of ESOP stock option activity

Schedule of ESOP stock option activity
	Shares		Weighted average exercise price		Weighted-average remaining contractual term (in years)		Aggregate intrinsic value
Options outstanding at April 1, 2024		59,900	$	-		-	$	-
Options granted		-		-		-		-
Options exercised		-		-		-		-
Options canceled, forfeited or expired		-		-		-		-
Options outstanding at September 30, 2024		59,900	$	0.12		3.81	$	2,324

Vested and exercisable at September 30, 2024		59,900	$	0.12		3.81	$	2,324

Schedule of stock option activity

Schedule of stock option activity
	Shares		Weighted average exercise price		Weighted-average remaining contractual term (in years)		Aggregate intrinsic value
Options outstanding at April 1, 2024		295,565	$	-		-	$	-
Options granted		-		-		-		-
Options exercised		-		-		-		-
Options canceled, forfeited or expired		-		-		-		-
Options outstanding at September 30, 2024		295,565	$	0.12		1.17	$	11,465

Vested and exercisable at September 30, 2024		295,565	$	0.12		1.17	$	11,465

Schedule of weighted average assumptions


	2022 Grants
Expected term		3.5 years
Expected volatility		40.80	%
Risk free interest rate		3.01	%
Annual dividend yield		0.00	%

Fair Value Measurements (Details Narrative) - USD ($) $ in Thousands		6 Months Ended
	Nov. 06, 2024	Sep. 30, 2024
Class of Warrant or Right [Line Items]
Change in fair value (gain)		$ 1,312
Forward Purchase Agreement [Member]
Class of Warrant or Right [Line Items]
Settlement of accounts payable through cash or in equity	8,000
Forward Purchase Agreement Derivative Liabilities [Member]
Class of Warrant or Right [Line Items]
Change in fair value (gain)		$ 681

Fair Value Measurements (Details) - Fair Value, Recurring [Member] - USD ($) $ in Thousands	Sep. 30, 2024	Mar. 31, 2024
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Derivative Liability	$ 10,299	$ 11,611
Fair Value, Inputs, Level 1 [Member]
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Derivative Liability	403	747
Fair Value, Inputs, Level 2 [Member]
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Derivative Liability
Fair Value, Inputs, Level 3 [Member]
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Derivative Liability	9,896	10,864
Forward Purchase Agreement Put Option Liability [Member]
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Derivative Liability	9,563	10,244
Forward Purchase Agreement Put Option Liability [Member] \| Fair Value, Inputs, Level 1 [Member]
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Derivative Liability
Forward Purchase Agreement Put Option Liability [Member] \| Fair Value, Inputs, Level 2 [Member]
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Derivative Liability
Forward Purchase Agreement Put Option Liability [Member] \| Fair Value, Inputs, Level 3 [Member]
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Derivative Liability	9,563	10,244
Public Warrants [Member]
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Derivative Liability	403	747
Public Warrants [Member] \| Fair Value, Inputs, Level 1 [Member]
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Derivative Liability	403	747
Public Warrants [Member] \| Fair Value, Inputs, Level 2 [Member]
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Derivative Liability
Public Warrants [Member] \| Fair Value, Inputs, Level 3 [Member]
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Derivative Liability
Private Placement Warrants [Member]
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Derivative Liability	333	620
Private Placement Warrants [Member] \| Fair Value, Inputs, Level 1 [Member]
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Derivative Liability
Private Placement Warrants [Member] \| Fair Value, Inputs, Level 2 [Member]
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Derivative Liability
Private Placement Warrants [Member] \| Fair Value, Inputs, Level 3 [Member]
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Derivative Liability	$ 333	$ 620

Fair value, after the effects of master netting arrangements, of a financial liability or contract with one or more underlyings, notional amount or payment provision or both, and the contract can be net settled by means outside the contract or delivery of an asset. Includes liabilities not subject to a master netting arrangement and not elected to be offset.

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Revenue from Contract with Customer [Abstract]

Stock-Based Compensation

6 Months Ended

Sep. 30, 2024

Stock-Based Compensation

Note 9 - Stock-Based Compensation

Aeries Technology, Inc. 2023 Equity Incentive Plan

The board of directors of WWAC approved the Aeries Technology, Inc. 2023 Equity Incentive Plan (the “Plan”) on March 11, 2023, subject to approval by WWAC’s shareholders. The Plan was approved by WWAC’s shareholders on November 2, 2023 and the Plan became effective upon the consummation of the Business Combination. The maximum number of Class A ordinary shares that may be issued under the Plan may not exceed 9,031,027 Class A ordinary shares, subject to certain adjustments set forth in the Plan.

Restricted Share Unit Award

Compensation cost for stock awards, which include restricted stock units (“RSUs”), is measured at the fair value on the grant date and recognized as expense, net of estimated forfeitures. The fair value of stock awards is based on the quoted price of our common stock on the grant date. We measure the fair value of RSUs using fair value of our quoted stock due to grant date and vesting date being same. Compensation cost for RSUs is recognized on a straight line over vesting period.

The following table summarizes the activities for vested RSUs for the quarter ending September 30, 2024:

Schedule of Restricted Stock Units activity
	Restricted Stock Units
	Number of Shares			Grant Date Fair Value
Unvested as of April 1, 2024		-			-
Granted		3,880,022		$	5,432
Vested		(3,880,022	)	$	5,432
Forfeited / Canceled		-			-
Unvested as of September 30, 2024		-			-

Aeries Employees Stock Option Plan, 2020

On August 1, 2020, ATGBA’s board of directors approved and executed the Aeries Employees Stock Option Plan (“ESOP”), which was subsequently amended on July 22, 2022. Under ESOP, the company has authorized to grant up to 59,900 options to eligible employees in one or more tranches. The company granted 59,900 options to eligible employees during the year ended March 31, 2023.

The options issued under the ESOP generally are subject to service conditions. The service condition is typically one year. The stock-based compensation expense is recognized in the condensed consolidated statements of comprehensive income using the straight-line attribution method over the requisite service period.

The following table summarizes the ESOP stock option activity for the six months ended September 30, 2024:

Schedule of ESOP stock option activity
	Shares		Weighted average exercise price		Weighted-average remaining contractual term (in years)		Aggregate intrinsic value
Options outstanding at April 1, 2024		59,900	$	-		-	$	-
Options granted		-		-		-		-
Options exercised		-		-		-		-
Options canceled, forfeited or expired		-		-		-		-
Options outstanding at September 30, 2024		59,900	$	0.12		3.81	$	2,324

Vested and exercisable at September 30, 2024		59,900	$	0.12		3.81	$	2,324

Aeries Management Stock Option Plan, 2019

On September 23, 2019, ATGBA’s board of directors approved and executed the Aeries Management Stock Option Plan 2019 (“MSOP”), which was subsequently amended on December 31, 2022. Under MSOP, ATGBA has authorized to grant up to 295,565 options to eligible employees in one or more tranches.

The options issued under the MSOP generally are subject to both service and performance conditions. The service condition is typically one year, and the performance conditions are based on the condensed consolidated revenue and adjusted profit before tax of ATGBA. The stock-based compensation expense is recognized in the condensed consolidated statements of comprehensive income using the straight-line attribution method over the requisite service period if it is probable that the performance target will be achieved.

The following table summarizes the MSOP stock option activity for the six months ended September 30, 2024:

Schedule of stock option activity
	Shares		Weighted average exercise price		Weighted-average remaining contractual term (in years)		Aggregate intrinsic value
Options outstanding at April 1, 2024		295,565	$	-		-	$	-
Options granted		-		-		-		-
Options exercised		-		-		-		-
Options canceled, forfeited or expired		-		-		-		-
Options outstanding at September 30, 2024		295,565	$	0.12		1.17	$	11,465

Vested and exercisable at September 30, 2024		295,565	$	0.12		1.17	$	11,465

The Company uses the BSM option-pricing model to determine the grant-date fair value of stock options. The determination of the fair value of stock options on the grant date is affected by the estimated underlying share price, as well as assumptions regarding a number of complex and subjective variables. These variables include expected stock price volatility over the term of the awards, actual and projected employee stock option exercise behaviors, risk-free interest rates, and expected dividends. The grant date fair value of the Company’s stock options granted to employees were estimated using the Black-Scholes option-pricing model with the following weighted average assumptions:


	2022 Grants
Expected term		3.5 years
Expected volatility		40.80	%
Risk free interest rate		3.01	%
Annual dividend yield		0.00	%

During the six months ended September 30, 2024, and 2023, the Company recorded stock-based compensation expense of $12,746 and $1,626 within “Selling, general & administrative expenses” in the condensed consolidated statements of operations, respectively.

During the three months ended September 30, 2024, and 2023, the Company recorded stock-based compensation expense of Nil 0 and $252 within “Selling, general & administrative expenses” in the condensed consolidated statements of operations, respectively.

As of September 30, 2024 and 2023, there was no unrecognized stock-based compensation cost.

Summary of Significant Accounting Policies (Details 2) - Long Term Investment [Member] - USD ($) $ in Thousands	6 Months Ended
	Sep. 30, 2024	Sep. 30, 2023
Product Information [Line Items]
Opening balance at beginning	$ 126
Transition period adjustment on long term investments (through retained earnings) pursuant to ASC 326		126
Adjusted balance	126	126
Additions charged to change in provision for credit losses	(9)	10
Closing balance at end	$ 117	$ 136

Fair Value Measurements (Details 1) - Forward Purchase Agreement Put Option Liability [Member]	6 Months Ended
	Sep. 30, 2024 $ / shares
Class of Warrant or Right [Line Items]
Expected Term (Years)	1 month 6 days
Risk-free interest rate	4.70%
Volatility	35.00%
Reference Price for one share of Class A common stock	$ 2.3

Revenue

6 Months Ended

Sep. 30, 2024

Revenue

Note 5 - Revenue

Disaggregation of Revenue

The Company presents and discusses revenues by customer location. The Company believes this disaggregation best depicts how the nature, amount, timing and uncertainty of our revenues and cash flows are affected by industry, market and other economic factors.

The following table shows the disaggregation of the Company’s revenues by major customer location. Revenues are attributed to geographic regions based upon billed client location. Substantially all of the revenue in our North America region relates to operations in the United States.

Schedule of disaggregation of revenue
	Three Months Ended September 30,				Six Months Ended September 30,
	2024		2023		2024		2023
North America	$	15,728	$	13,879	$	31,235	$	26,366
Asia Pacific and Other		1,145		3,699		2,305		7,542
Total revenue	$	16,873	$	17,578	$	33,540	$	33,908

Contract balances

Contract assets comprise amounts where the Company’s right to bill is contingent on something other than the passage of time. As of September 30, 2024 and March 31, 2024, the Company’s contract assets were $863 and $255, respectively, and were recorded within “Prepaid expenses and other current assets”, net of allowance for credit losses, on the condensed consolidated balance sheets.

Contract liabilities, or deferred revenue, comprise amounts collected from the Company’s customers for revenues not yet earned and amounts which are anticipated to be recorded as revenues when services are performed. The amount of revenue recognized in the six months ended September 30, 2024 and 2023 that was included in deferred revenue at the beginning of each period was $210 and $142, respectively.

As of September 30, 2024 and March 31, 2024 the Company’s deferred revenue was $168 and $261, respectively, and was recorded within “Other current liabilities” on the condensed consolidated balance sheets. There was no deferred revenue classified as non-current as of September 30, 2024 and March 31, 2024.

The entire disclosure of revenue from contract with customer to transfer good or service and to transfer nonfinancial asset. Includes, but is not limited to, disaggregation of revenue, credit loss recognized from contract with customer, judgment and change in judgment related to contract with customer, and asset recognized from cost incurred to obtain or fulfill contract with customer. Excludes insurance and lease contracts.

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Schedule of long-term debt

Related Party Transactions (Details)	6 Months Ended
Related Party Transactions (Details)	Sep. 30, 2024
Aark II Pte Limited [Member]
Related Party Transaction [Line Items]
Name of the related party	Aark II Pte Limited
Relationship	Affiliate entity
Aarx Singapore Pte Ltd [Member]
Related Party Transaction [Line Items]
Name of the related party	Aarx Singapore Pte Ltd
Relationship	Affiliate entity
Aeries Technology Products And Strategies Private Limited ATPSPL [Member]
Related Party Transaction [Line Items]
Name of the related party	Aeries Technology Products And Strategies Private Limited (“ATPSPL”)
Relationship	Affiliate entity
Aeries Financial Technologies Private Limited [Member]
Related Party Transaction [Line Items]
Name of the related party	Aeries Financial Technologies Private Limited
Relationship	Affiliate entity
Bhanix Finance And Investment Limited [Member]
Related Party Transaction [Line Items]
Name of the related party	Bhanix Finance And Investment Limited
Relationship	Affiliate entity
Ralak Consulting LLP [Member]
Related Party Transaction [Line Items]
Name of the related party	Ralak Consulting LLP
Relationship	Affiliate entity
TSLC Pte Limited [Member]
Related Party Transaction [Line Items]
Name of the related party	TSLC Pte Limited
Relationship	Affiliate entity
Venu Raman Kumar [Member]
Related Party Transaction [Line Items]
Name of the related party	Venu Raman Kumar
Relationship	Chairman of ATI’s Board and controlling shareholder
Vaibhav Rao [Member]
Related Party Transaction [Line Items]
Name of the related party	Vaibhav Rao
Relationship	Members of immediate families of Venu Raman Kumar
Sudhir Appukuttan Panikassery [Member]
Related Party Transaction [Line Items]
Name of the related party	Sudhir Appukuttan Panikassery
Relationship	Key managerial personnel

Long-term debt (Tables)

6 Months Ended

Sep. 30, 2024

Debt Disclosure [Abstract]

Schedule of long-term debt
	September 30, 2024		March 31, 2024
Loan from the director of ATGBA	$	829	$	834
Loan from an affiliate		495		498
Non-current portion of vehicle loan		190		108
	$	1,514	$	1,440

Schedule of future maturities of debt

Schedule of future maturities of debt
2025	$	11
2026		854
2027		599
2028		12
2029		61
Total future maturities of debt	$	1,537

Nature of Operations (Tables)

6 Months Ended

Sep. 30, 2024

Organization, Consolidation and Presentation of Financial Statements [Abstract]

Schedule of consummation of business combination


Public Shareholders (Redeemable Class A ordinary shares), including Bonus Shares⁽¹⁾			3,157,469
Shares held by Worldwide Webb Acquisition Sponsor, LLC (the “Sponsor”) and other initial holders⁽²⁾⁽³⁾			2,750,000
Shares held by Innovo Consultancy DMCC⁽⁴⁾			5,638,530
Shares held by FPA (as defined below) Holders⁽⁵⁾			3,711,667
Total⁽⁶⁾			15,257,666

(1)

Includes 87,133 Bonus Shares issued to the Company’s public shareholders and 1,024,335 “Extension Shares” issued to certain holders of Class A ordinary shares (the “Holders”) in accordance with the Non-Redemption Agreement entered into between WWAC, the Sponsor, and the Holders of Class A ordinary shares. Also includes 288,333 shares purchased by the Forward Purchase Agreement (“FPA”) holders in the open market or via redemption reversals prior to the consummation of the Business Combination.

(2)

Includes 1,500,000 Class A ordinary shares issued to the Sponsor and 1,250,000 Class A ordinary shares issued to certain anchor investors upon conversion of Class B ordinary shares concurrently with the consummation of the Business Combination. 3,000,000 Class B ordinary shares were forfeited by the Sponsor upon the consummation of the Business Combination.

(3)	Does not include (i) 1,500,000 Class B ordinary shares forfeited upon the consummation of the Business Combination, or (ii) 1,500,000 Class B ordinary shares forfeited pursuant to a Support Agreement with the Sponsor.
(4)	Includes (i) 3,000,000 Class A ordinary shares reissued against 3,000,000 Class B ordinary shares forfeited by the Sponsor upon consummation of the Business Combination as per (2) above, and (ii) 2,638,530 remaining Bonus Shares issued to Innovo.
(5)	Represents a new issuance of Class A ordinary shares to the Forward Purchase Agreement holders in accordance with the Forward Purchase Agreement.
(6)	Does not include 10,000 AARK ordinary shares and 655,788 Aeries Technology Group Business Accelerators Private Limited’s ordinary shares that represent noncontrolling interest in AARK. These shares will be exchangeable (together with the proportionate reduction in the voting power of the Class V ordinary share, and in the case of the exchange of all AARK ordinary shares, the forfeiture and cancellation of the Class V ordinary share) into shares in Aeries Technology, Inc. in connection with the Exchange Agreements, which is further discussed in Note 10.

Insider Trading Arrangements	3 Months Ended
Insider Trading Arrangements	Sep. 30, 2024
Insider Trading Arrangements [Line Items]
Rule 10b5-1 Arrangement Adopted	false
Non-Rule 10b5-1 Arrangement Adopted	false
Rule 10b5-1 Arrangement Terminated	false
Non-Rule 10b5-1 Arrangement Terminated	false

Short-term borrowings (Details Narrative) - USD ($) $ in Thousands			3 Months Ended	6 Months Ended
	Aug. 02, 2024	Dec. 07, 2022	Sep. 30, 2024	Sep. 30, 2024	Mar. 31, 2024
Line of Credit Facility [Line Items]
Exchange rate	$ 97	$ 137	$ 2,387	$ 2,387
Debt instrument, interest rate during period	10.25%	10.75%		0.80%
Insurance for its directors				After the Closing Date, ATI obtained an insurance policy for its directors and senior officers with maximum coverage of $5,000. The total premium payable in relation to this was $880 out of which $176 was paid upfront and balance $704 is payable in ten equal monthly instalments of $73. The arrangement represents a financing transaction where the premium payable has been deferred. The interest rate under the arrangement is 9.2% per annum. The cumulative interest payable throughout the tenure under the arrangement amounts to $30 and the same would be recognized as part of the interest expense in the condensed consolidated statement of operations. During the three and six months ended September 30, 2024, the interest expense so recognized was $2 and $9, respectively. The balance premium payable as at September 30, 2024 is Nil0.
Interest expense			2	$ 9
Premium payable			0	0
Amended Credit Facility [Member] \| Minimum [Member]
Line of Credit Facility [Line Items]
Line of credit facility, current borrowing capacity			160,000	160,000
Exchange rate			1,910	1,910
Amended Credit Facility [Member] \| Maximum [Member]
Line of Credit Facility [Line Items]
Line of credit facility, current borrowing capacity			320,000	320,000
Exchange rate			3,819	3,819
Revolving Credit Facility [Member]
Line of Credit Facility [Line Items]
Fund drawdown amount			$ 1,959	$ 1,959	$ 3,802

Warrant Liabilities (Details Narrative)	6 Months Ended
Warrant Liabilities (Details Narrative)	Sep. 30, 2024 $ / shares
Class of Warrant or Right [Line Items]
Initial public offering description	the consummation of the Initial Public Offering, the Company issued 11,499,991 Public Warrants. Simultaneously with the closing of the Initial Public Offering, WWAC issued 8,900,000 warrants in a private placement (the “Private Placement Warrants”), at a purchase price of $1.00 per Private Placement Warrant, which included 900,000 units as a result of the underwriter’s full exercise of its option to purchase up to 900,000 additional warrants, at a purchase price of $1.00 per Private Placement Warrant. On November 6, 2023, WWAC issued 627,810 other Private Placement Warrants to the Sponsor pursuant to the conversion of a promissory note payable to the Sponsor. Upon consummation of the Business Combination, the Company assumed 11,499,991 Public Warrants and 9,527,810 Private Placement Warrants (collectively the “Warrants”).
Sale price	$ 18.00
Public Warrants [Member]
Class of Warrant or Right [Line Items]
Class of warrant or right, exercise price of warrants or rights	$ 11.50

Fair Value Measurements (Tables)

6 Months Ended

Sep. 30, 2024

Fair Value Disclosures [Abstract]

Summary of liabilities measured at fair value on a recurring basis


September 30, 2024	Level 1		Level 2		Level 3		Total
Liabilities:
Forward Purchase Agreement put option liability	$	-	$	-	$	9,563	$	9,563
Public Warrants		403		-		-		403
Private Placement Warrants		-		-		333		333
Total liabilities	$	403	$	-	$	9,896	$	10,299

March 31, 2024	Level 1		Level 2		Level 3		Total
Liabilities:
Forward Purchase Agreement put option liability	$	-	$	-	$	10,244	$	10,244
Public Warrants		747		-		-		747
Private Placement Warrants		-		-		620		620
Total liabilities	$	747	$	-	$	10,864	$	11,611

Schedule of purchase agreement

Schedule of purchase agreement
Expected Term (Years)		0.1
Risk free Interest Rate		4.7	%
Volatility		35.0	%
Reference Price for one Class A ordinary share	$	2.3

Schedule of derivative contract assumptions


Term (years)		4.1
Risk-free interest rate		4.7	%
Stock price at measurement date	$	2.3

Summary of the changes in the fair value of derivative warrant liabilities


	Forward Purchase Agreement Put Option Liability			Public Warrant Liability			Private Placement Liability			Total
Fair value at April 1, 2024	$	10,244		$	747		$	620		$	11,611
Change in fair value (gain) / loss		(681	)		(344	)		(287	)		(1,312	)
Fair value as of September 30, 2024	$	9,563		$	403		$	333		$	10,299

Summary of Significant Accounting Policies (Details Narrative) - USD ($)
$ / shares in Units, $ in Thousands

1 Months Ended

3 Months Ended

6 Months Ended

Nov. 06, 2024

Nov. 03, 2023

Dec. 31, 2023

Sep. 30, 2024

Sep. 30, 2023

Sep. 30, 2024

Sep. 30, 2023

Mar. 31, 2024

Mar. 31, 2023

Net loss

$ 2,306

$ (927)

$ 17,623

$ (1,421)

Working capital deficit

9,776

Consideration amount

8,000

Owed balance

7,500

Revenue loss

11,500

Cash and cash equivalents

3,627

$ 2,084

Buy-out revenue

$ 3,100

Number of shares issued

200,000

Redemption shares

288,333

Prepayment Amount

$ 42,760

Settlement of accounts payable through issuance of Class A ordinary shares to vendors

$ 855

^[1]

15,257,666

Customer Two [Member]

12.00%

13.00%

12.00%

13.00%

Customer Three [Member]

10.00%

11.00%

Customer [Member]

Revenue Benchmark [Member] | Customer Two [Member]

10.00%

Revenue Benchmark [Member] | Customer Three [Member]

10.00%

Accounts Receivable [Member]

10.00%

Allowance for credit losses

$ 4,844

$ 171

$ 4,844

$ 171

1,263

Long Term Investment [Member]

Allowance for credit losses

117

$ 136

117

$ 136

126

Allowance for credit losses

$ 117

$ 126

Common Class A [Member]

Forward Purchase Agreement [Member]

361,388

$ 7,500

$ 3,100

250,000

$ 3,083

Settlement of accounts payable through cash or in equity

8,000

Forward Purchase Agreement [Member] | Common Stock [Member]

Number of shares issued

4,000,000

Forward Purchase Agreement [Member] | A T I [Member]

Cash paid

$ 2

Weighted average price

$ 2.5

Forward Purchase Agreement [Member] | Common Class A [Member]

Number of shares issued

3,711,667

Number of share issued, value

$ 39,678

[1]

Does not include 10,000 AARK ordinary shares and 655,788 Aeries Technology Group Business Accelerators Private Limited’s ordinary shares that represent noncontrolling interest in AARK. These shares will be exchangeable (together with the proportionate reduction in the voting power of the Class V ordinary share, and in the case of the exchange of all AARK ordinary shares, the forfeiture and cancellation of the Class V ordinary share) into shares in Aeries Technology, Inc. in connection with the Exchange Agreements, which is further discussed in Note 10.

Summary of Significant Accounting Policies (Tables)

6 Months Ended

Sep. 30, 2024

Accounting Policies [Abstract]

Schedule of concentration of credit risk


	Three Months Ended September 30,						Six Months Ended September 30,
	2024			2023			2024			2023
Customer 1		16	%		15	%		16	%		15	%
Customer 2		12	%		13	%		12	%		13	%
Customer 3		n/a			10	%		10	%		11	%

Schedule of allowance for credit losses

Schedule of allowance for credit losses
	Six months Ended September 30,
	2024		2023
Opening balance as of April 1	$	1,263	$	-
Transition period adjustment on accounts receivables (through retained earnings) pursuant to ASC 326		-		149
Adjusted balance as of April 1	$	1,263	$	149
Additions charged to cost and expense		3,581		22
Closing balance as of September 30	$	4,844	$	171

Schedule of allowance for credit losses

Schedule of allowance for credit losses
	Six months Ended September 30,
	2024			2023
Opening balance as of April 1	$	126		$	-
Transition period adjustment on long term investments (through retained earnings) pursuant to ASC 326		-			126
Adjusted balance as of April 1	$	126		$	126
Additions charged to change in provision for credit losses		(9	)		10
Closing balance as of September 30	$	117		$	136

Short-term borrowings

6 Months Ended

Sep. 30, 2024

Short-term Borrowings

Short-term borrowings

Note 3 - Short-term borrowings

Schedule of short-term borrowings
	September 30, 2024		March 31, 2024
Short-term borrowings	$	4,459	$	6,765
Current portion of vehicle loan		23		13
	$	4,482	$	6,778

In May 2023, the Company amended its revolving credit facility (“Amended Credit Facility”), whereby the total borrowing capacity was increased from INR 160,000 (or approximately $1,910 at the exchange rate in effect on September 30, 2024) to INR 320,000 (or approximately $3,819 at the exchange rate in effect on September 30, 2024), with Kotak Mahindra Bank. The revolving facility is available for the Company’s operational requirements. The funded drawdown amount under the Company’s revolving facility as of September 30, 2024 and March 31, 2024, is $1,959 and $3,802, respectively. The corresponding interest rate at each of these dates was six months Marginal Cost of Funds based Lending Rate plus a margin of 0.80%.

Prior to the Closing Date, WWAC modified the terms of payment owed to Shearman & Sterling LLP, a multinational law firm providing legal consultancy services to WWAC. This resulted in a reduction in the total amount owed by WWAC to Shearman & Sterling LLP from $4,800 of accounts payable to $4,000 promissory note, payable in four equal tranches. Subsequently, the promissory note was amended upon payment of $1,500, wherein the balance $2,500 was promised to be paid in two equal tranches. $2,500 owed to Sherman & Sterling LLP has been disclosed as short-term debt, as ATI has an unconditional obligation to settle it within a period of less than twelve months from September 30, 2024.

After the Closing Date, ATI obtained an insurance policy for its directors and senior officers with maximum coverage of $5,000. The total premium payable in relation to this was $880 out of which $176 was paid upfront and balance $704 is payable in ten equal monthly instalments of $73. The arrangement represents a financing transaction where the premium payable has been deferred. The interest rate under the arrangement is 9.2% per annum. The cumulative interest payable throughout the tenure under the arrangement amounts to $30 and the same would be recognized as part of the interest expense in the condensed consolidated statement of operations. During the three and six months ended September 30, 2024, the interest expense so recognized was $2 and $9, respectively. The balance premium payable as at September 30, 2024 is Nil0.

For additional information on the vehicle loan see Note 4 – Long-term debt.

Revenue (Tables)

6 Months Ended

Sep. 30, 2024

Revenue from Contract with Customer [Abstract]

Schedule of disaggregation of revenue

Schedule of disaggregation of revenue
	Three Months Ended September 30,				Six Months Ended September 30,
	2024		2023		2024		2023
North America	$	15,728	$	13,879	$	31,235	$	26,366
Asia Pacific and Other		1,145		3,699		2,305		7,542
Total revenue	$	16,873	$	17,578	$	33,540	$	33,908

Revenue (Details) - USD ($) $ in Thousands	3 Months Ended		6 Months Ended
Revenue (Details) - USD ($) $ in Thousands	Sep. 30, 2024	Sep. 30, 2023	Sep. 30, 2024	Sep. 30, 2023
Disaggregation of Revenue [Line Items]
Total revenue	$ 16,873	$ 17,578	$ 33,540	$ 33,908
North America [Member]
Disaggregation of Revenue [Line Items]
Total revenue	15,728	13,879	31,235	26,366
Asia Pacific [Member]
Disaggregation of Revenue [Line Items]
Total revenue	$ 1,145	$ 3,699	$ 2,305	$ 7,542

Line items represent financial concepts included in a table. These concepts are used to disclose reportable information associated with domain members defined in one or many axes to the table.

+ References + Details

Amount of revenue recognized from goods sold, services rendered, insurance premiums, or other activities that constitute an earning process. Includes, but is not limited to, investment and interest income before deduction of interest expense when recognized as a component of revenue, and sales and trading gain (loss).

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Stock-Based Compensation (Details Narrative) - USD ($) $ in Thousands			1 Months Ended	3 Months Ended		6 Months Ended		12 Months Ended
	Nov. 02, 2023	Aug. 01, 2020	Sep. 23, 2019	Sep. 30, 2024	Sep. 30, 2023	Sep. 30, 2024	Sep. 30, 2023	Mar. 31, 2023
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items]
Number of ordinary shares issued						200,000
Shares issued under ESOP		59,900	295,565					59,900
Unrecognized stock-based compensation cost						$ 0	$ 0
Selling, General and Administrative Expenses [Member]
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items]
Stock based compensation expense				$ 0	$ 252	$ 12,746	$ 1,626
Aeries Technology Inc. 2023 Equity Incentive Plan [Member]
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items]
Number of ordinary shares issued	9,031,027

Line items represent financial concepts included in a table. These concepts are used to disclose reportable information associated with domain members defined in one or many axes to the table.

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-Paragraph 2
-Subparagraph (d)(1)
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147480429/718-10-50-2

Reference 21: http://www.xbrl.org/2003/role/disclosureRef
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Reference 22: http://www.xbrl.org/2003/role/disclosureRef
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-Name Accounting Standards Codification
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-Paragraph 2
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Reference 23: http://www.xbrl.org/2003/role/disclosureRef
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Reference 24: http://www.xbrl.org/2003/role/disclosureRef
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Reference 25: http://www.xbrl.org/2003/role/disclosureRef
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Reference 26: http://www.xbrl.org/2003/role/disclosureRef
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Reference 27: http://www.xbrl.org/2003/role/disclosureRef
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Reference 28: http://www.xbrl.org/2003/role/disclosureRef
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Non-renewal Of Customer Contract And Buyout Notice From Significant Customer

Non-renewal of Customer Contract and Buyout Notice from Significant Customer

6 Months Ended

Sep. 30, 2024

Non-renewal of Customer Contract and Buyout Notice from Significant Customer

Note 13 – Non-renewal of Customer Contract and Buyout Notice from Significant Customer

The Company received a notice, dated September 30, 2024, of non-renewal and buyout from one of its significant customers. The Company will continue to support the Customer under the existing contract until it expires on March 31, 2025. This notice also serves as a buyout notice, with a buyout price determined according to the terms and conditions of the contract.

The non-renewal is expected to reduce annual revenues by approximately $11,500. The buy-out is expected to provide a one-time revenue of approximately $3,100. The Company has executed a Master Service Agreement to provide technology enabled services to the customer under a different engagement model of services and projects other than a GCC offerings and the Company plans to expand its operations under this new arrangement.

CONDENSED CONSOLIDATED BALANCE SHEETS (Unaudited) (Parenthetical) - USD ($) $ in Thousands	Sep. 30, 2024	Mar. 31, 2024
Accounts receivable, net of allowance	$ 4,844	$ 1,263
Prepaid expenses and other current assets, net of allowance	1	1
Long-term investments, net of allowance	117	126
Other assets, net of allowance	$ 1	$ 1
Preferred stock, par or stated value per share	$ 0.0001	$ 0.0001
Preferred stock, shares authorized	5,000,000	5,000,000
Preferred stock, shares issued	0	0
Preferred stock, shares outstanding	0	0
Common Class A [Member]
Common stock, par or stated value per share	$ 0.0001	$ 0.0001
Common stock, shares authorized	500,000,000	500,000,000
Common stock, shares issued	44,500,426	15,619,004
Common stock, shares outstanding	44,500,426	15,619,004
Common Class V [Member]
Common stock, par or stated value per share	$ 0.0001	$ 0.0001
Common stock, shares authorized	1	1
Common stock, shares issued	1	1
Common stock, shares outstanding	1	1

Employee Compensation and Benefits (Details 1) - USD ($) $ in Thousands	3 Months Ended		6 Months Ended
	Sep. 30, 2024	Sep. 30, 2023	Sep. 30, 2024	Sep. 30, 2023
Retirement Benefits [Abstract]
Service costs	$ 145	$ 113	$ 269	$ 226
Interest costs	41	25	80	49
Amortization of net actuarial loss	19	21	36	43
Net defined benefit plan costs	$ 205	$ 159	$ 385	$ 318

CONSOLIDATED STATEMENTS OF OPERATIONS (Unaudited) - USD ($)
$ in Thousands

3 Months Ended

6 Months Ended

Sep. 30, 2024

Sep. 30, 2023

Sep. 30, 2024

Sep. 30, 2023

Income Statement [Abstract]

Revenue, net

$ 16,873

$ 17,578

$ 33,540

$ 33,908

Cost of revenue

13,298

12,754

25,955

24,637

Gross profit

3,575

4,824

7,585

9,271

Operating expenses

Selling, general & administrative expenses

7,670

3,338

28,100

7,008

Total operating expenses

7,670

3,338

28,100

7,008

Income from operations

(4,095)

1,486

(20,515)

2,263

Other income / (expense)

Change in fair value forward purchase agreement put option liability

1,377

681

Change in fair value of derivative warrant liabilities

(126)

631

Interest income

167

134

Other income / (expense), net

(135)

(76)

(282)

(199)

126

120

Total other income / (expense), net

1,263

120

1,275

Income / (loss) before income taxes

(2,832)

1,606

(19,240)

2,318

Income tax (expense) / benefit

526

(679)

1,617

(897)

Net income / (loss)

(2,306)

927

(17,623)

1,421

Less: Net income / (loss) attributable to noncontrolling interests

(90)

108

(596)

181

Net income / (loss) attributable to redeemable noncontrolling interests

(26)

(16)

Net income / (loss) attributable to shareholders’ of Aeries Technology Inc.

$ (2,190)

$ 819

$ (17,011)

$ 1,240

Weighted average shares outstanding of Class A ordinary shares, basic

^[1]

44,356,074

41,121,826

Weighted average shares outstanding of Class A ordinary shares, diluted

^[1]

44,356,074

41,121,826

Basic net loss per Class A ordinary share

^[1]

$ (0.05)

$ (0.42)

Diluted net loss per Class A ordinary share

^[1]

$ (0.05)

$ (0.42)

[1]	Net loss per Class A ordinary share and weighted average Class A ordinary shares outstanding are not presented for the periods prior to the Business Combination, as defined in Note 1. For more information refer to Note 15.

Long-term debt (Details Narrative) - USD ($) $ in Thousands			6 Months Ended
Long-term debt (Details Narrative) - USD ($) $ in Thousands	Aug. 02, 2024	Dec. 07, 2022	Sep. 30, 2024
Debt Disclosure [Abstract]
Exchange rate	$ 97	$ 137	$ 2,387
Interest rate	10.25%	10.75%	0.80%
Debt instrument term	48 months	48 months

Employee Compensation and Benefits (Tables)

6 Months Ended

Sep. 30, 2024

Retirement Benefits [Abstract]

Schedule of other comprehensive income/ (loss)


	Three Months Ended September 30,						Six Months Ended September 30,
	2024			2023			2024			2023
Net actuarial loss / (gain)	$	109		$	29		$	154		$	114
Amortization of net actuarial loss / (gain)		(19	)		(21	)		(36	)		(43	)
Deferred tax benefit / (expense)		(26	)		(2	)		(33	)		(18	)
Unrecognized actuarial gain / (loss) on employee benefit plan obligations	$	64		$	6		$	85		$	53

Schedule of net defined benefit plan costs


	Three Months Ended September 30,				Six Months Ended September 30,
	2024		2023		2024		2023
Service costs	$	145	$	113	$	269	$	226
Interest costs		41		25		80		49
Amortization of net actuarial loss		19		21		36		43
Net defined benefit plan costs	$	205	$	159	$	385	$	318

Non-renewal of Customer Contract and Buyout Notice from Significant Customer (Details Narrative) $ in Thousands	6 Months Ended
	Sep. 30, 2024 USD ($)
Non-renewal Of Customer Contract And Buyout Notice From Significant Customer
Revenue loss	$ 11,500
Buy-out revenue	$ 3,100

Nature of Operations (Details)

Sep. 30, 2024

Organization, Consolidation and Presentation of Financial Statements [Abstract]

Public Shareholders (Redeemable Class A ordinary shares), including Bonus Shares

3,157,469

^[1]

Shares held by Worldwide Webb Acquisition Sponsor, LLC (the “Sponsor”) and other initial holders

2,750,000

^[2],[3]

Shares held by Innovo Consultancy DMCC

5,638,530

^[4]

Shares held by FPA (as defined below) Holders

3,711,667

^[5]

Total

15,257,666

^[6]

[1]	Includes 87,133 Bonus Shares issued to the Company’s public shareholders and 1,024,335 “Extension Shares” issued to certain holders of Class A ordinary shares (the “Holders”) in accordance with the Non-Redemption Agreement entered into between WWAC, the Sponsor, and the Holders of Class A ordinary shares. Also includes 288,333 shares purchased by the Forward Purchase Agreement (“FPA”) holders in the open market or via redemption reversals prior to the consummation of the Business Combination.
[2]	Does not include (i) 1,500,000 Class B ordinary shares forfeited upon the consummation of the Business Combination, or (ii) 1,500,000 Class B ordinary shares forfeited pursuant to a Support Agreement with the Sponsor.
[3]	Includes 1,500,000 Class A ordinary shares issued to the Sponsor and 1,250,000 Class A ordinary shares issued to certain anchor investors upon conversion of Class B ordinary shares concurrently with the consummation of the Business Combination. 3,000,000 Class B ordinary shares were forfeited by the Sponsor upon the consummation of the Business Combination.
[4]	Includes (i) 3,000,000 Class A ordinary shares reissued against 3,000,000 Class B ordinary shares forfeited by the Sponsor upon consummation of the Business Combination as per (2) above, and (ii) 2,638,530 remaining Bonus Shares issued to Innovo.
[5]	Represents a new issuance of Class A ordinary shares to the Forward Purchase Agreement holders in accordance with the Forward Purchase Agreement.
[6]	Does not include 10,000 AARK ordinary shares and 655,788 Aeries Technology Group Business Accelerators Private Limited’s ordinary shares that represent noncontrolling interest in AARK. These shares will be exchangeable (together with the proportionate reduction in the voting power of the Class V ordinary share, and in the case of the exchange of all AARK ordinary shares, the forfeiture and cancellation of the Class V ordinary share) into shares in Aeries Technology, Inc. in connection with the Exchange Agreements, which is further discussed in Note 10.

Subsequent Events (Details Narrative) - USD ($) $ in Thousands		6 Months Ended
	Nov. 06, 2024	Sep. 30, 2024
Subsequent Event [Line Items]
Consideration amount		$ 8,000
Forward Purchase Agreement [Member]
Subsequent Event [Line Items]
Shares issued	250,000
Subsequent Event [Member] \| Forward Purchase Agreement [Member]
Subsequent Event [Line Items]
Shares issued	250,000
Consideration amount	$ 625
Number of shares issuance	57,811

Employee Compensation and Benefits (Details) - USD ($) $ in Thousands	3 Months Ended		6 Months Ended
	Sep. 30, 2024	Sep. 30, 2023	Sep. 30, 2024	Sep. 30, 2023
Retirement Benefits [Abstract]
Net actuarial loss / (gain)	$ 109	$ 29	$ 154	$ 114
Amortization of net actuarial loss / (gain)	19	21	36	43
Deferred tax benefit / (expense)	(26)	(2)	(33)	(18)
Unrecognized actuarial gain / (loss) on employee benefit plan obligations	$ 64	$ 6	$ 85	$ 53

Cover - shares	6 Months Ended
Cover - shares	Sep. 30, 2024	Nov. 18, 2024
Document Type	10-Q
Amendment Flag	false
Document Quarterly Report	true
Document Transition Report	false
Document Period End Date	Sep. 30, 2024
Document Fiscal Period Focus	Q2
Document Fiscal Year Focus	2025
Current Fiscal Year End Date	--03-31
Entity File Number	001-40920
Entity Registrant Name	Aeries Technology, Inc.
Entity Central Index Key	0001853044
Entity Tax Identification Number	98-1587626
Entity Incorporation, State or Country Code	E9
Entity Address, Address Line One	60 Paya Lebar Road
Entity Address, Address Line Two	#08-13
Entity Address, Address Line Three	Paya Lebar Square
Entity Address, City or Town	Singapore
Entity Address, Country	SG
Entity Address, Postal Zip Code	409051
City Area Code	919
Local Phone Number	228-6404
Entity Current Reporting Status	Yes
Entity Interactive Data Current	Yes
Entity Filer Category	Non-accelerated Filer
Entity Small Business	true
Entity Emerging Growth Company	true
Elected Not To Use the Extended Transition Period	false
Entity Shell Company	false
Entity Common Stock, Shares Outstanding		44,500,426
Class A ordinary shares, par value $0.0001 per share
Title of 12(b) Security	Class A ordinary shares, par value $0.0001 per share
Trading Symbol	AERT
Security Exchange Name	NASDAQ
Redeemable warrants, each whole warrant exercisable for one Class A ordinary share at an exercise price of $11.50
Title of 12(b) Security	Redeemable warrants, each whole warrant exercisable for one Class A ordinary share at an exercise price of $11.50
Trading Symbol	AERTW
Security Exchange Name	NASDAQ

Warrant Liabilities

6 Months Ended

Sep. 30, 2024

Warrant Liabilities

Warrant Liabilities

Note 11 - Warrant Liabilities

On October 22, 2021, pursuant to the consummation of the Initial Public Offering, the Company issued 11,499,991 Public Warrants. Simultaneously with the closing of the Initial Public Offering, WWAC issued 8,900,000 warrants in a private placement (the “Private Placement Warrants”), at a purchase price of $1.00 per Private Placement Warrant, which included 900,000 units as a result of the underwriter’s full exercise of its option to purchase up to 900,000 additional warrants, at a purchase price of $1.00 per Private Placement Warrant. On November 6, 2023, WWAC issued 627,810 other Private Placement Warrants to the Sponsor pursuant to the conversion of a promissory note payable to the Sponsor. Upon consummation of the Business Combination, the Company assumed 11,499,991 Public Warrants and 9,527,810 Private Placement Warrants (collectively the “Warrants”).

The Company accounted for the Warrants in accordance with the guidance contained in ASC 815-40 given that certain provisions within the warrant agreement either preclude the warrants from being considered indexed to the ATI’s own stock or the fixed-for-fixed option criteria are not met. On this basis the Public and Private Placement Warrants are classified as a liability and are measured at fair value. This liability is subject to re-measurement at each balance sheet date. With each such re-measurement, the warrant liability will be adjusted to fair value, with the change in fair value recognized in the Company’s condensed consolidated statement of operations.

Each whole Warrant entitles the holder thereof to purchase one Class A ordinary share of the Company, par value $0.0001 per share, for $11.50 per share, subject to adjustment as described herein. Only whole Warrants are exercisable. A holder of the Warrants will not be able to exercise any fraction of a Warrant. The Warrants will expire at 5:00 p.m. New York City time on November 6, 2028, or earlier upon redemption or liquidation. On the exercise of any Warrant, the Warrant exercise price will be paid directly to us.

The Company may redeem the outstanding Warrants:

●

in whole and not in part;

●

at a price of $0.01 per Public Warrant;

●

upon not less than 30 days’ prior written notice of redemption to each Warrant holder; and

●

if, and only if, the last reported sales price of the Class A ordinary shares for any 20 trading days within a 30-trading day period ending on third trading day prior to the date on which the Company sends the notice of redemption to the Warrant holders (the “Reference Value”) equals or exceeds $18.00 per Class A ordinary share (as adjusted); provided that the Private Placement Warrants will not be redeemable by the Company under this provision so long as they are held by the initial purchasers of the Private Placement Warrants or their permitted transferees.

The Company may also redeem the outstanding Warrants:

●

in whole and not in part;

●

at $0.10 per warrant

●

upon a minimum of 30 days’ prior written notice of redemption provided that holders will be able to exercise their warrants on a cashless basis prior to redemption and receive that number of shares based on the redemption date and the fair market value of the Class A ordinary shares;

●

if, and only if, the Reference Value equals or exceeds $10.00 per Class A ordinary share (as adjusted); provided that if the Reference Value equals or exceeds $18.00 per Class A ordinary share (as adjusted), the Private Placement Warrants will not be redeemable by the Company under this provision so long as they are held by the initial purchasers of the Private Placement Warrants or their permitted transferees.

No fractional Class A ordinary shares will be issued upon redemption. If, upon redemption, a holder would be entitled to receive a fractional interest in a share, the Company will round down to the nearest whole number of the number of Class A ordinary shares to be issued to the holder.

Income Taxes

6 Months Ended

Sep. 30, 2024

Income Tax Disclosure [Abstract]

Income Taxes

Note 7 - Income Taxes

The Company determines its tax provision for interim periods using an estimate of its annual effective tax rate adjusted for discrete items, if any, that are considered in the relevant period. The Company updated its estimate of the annual effective tax rate, and if its estimated tax rate changes, the Company will be making a cumulative adjustment.

The Company’s effective tax rate (“ETR”) is 8.4% and 38.7% for the six months ended September, 2024 and 2023, respectively. The change in ETR was primarily due to significant increase in recognition of deferred tax benefit on losses in certain subsidiaries having a lower jurisdictional tax rates along with a reduction in taxable income resulting in lower current tax during the six months ended September 30, 2024, as compared to the six months ended September 30, 2023.

The Company’s effective tax rate (“ETR”) is 18.6% and 42.3% for the three months ended September 30, 2024, and 2023, respectively. The change in ETR was primarily due to significant increase in recognition of deferred tax benefit on losses in certain subsidiaries having a lower jurisdictional tax rates along with a reduction in taxable income resulting in lower current tax during the three months ended September 30, 2024, as compared to the three months ended September 30, 2023.

The entire disclosure for income tax.

Reference 1: http://www.xbrl.org/2003/role/disclosureRef
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-Paragraph 12
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-URI https://asc.fasb.org/1943274/2147482685/740-10-50-12

Reference 2: http://www.xbrl.org/2003/role/exampleRef
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Reference 3: http://www.xbrl.org/2003/role/disclosureRef
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Reference 6: http://www.xbrl.org/2003/role/disclosureRef
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Fair Value Measurements

6 Months Ended

Sep. 30, 2024

Fair Value Disclosures [Abstract]

Fair Value Measurements

Note 14 – Fair Value Measurements

As of September 30, 2024, the Company had financial instruments which were measured at fair value on a recurring basis using significant unobservable inputs (Level 3). Significant changes in the inputs could result in a significant change in the fair value measurements. See each respective footnote for information on the assumptions used in calculating the fair value of financial instruments.

The following tables present information about the Company’s liabilities that are measured at fair value on a recurring basis as of September 30, 2024 and March 31, 2024, including the fair value hierarchy of the valuation techniques that the Company utilized to determine such fair value.

Summary of Liabilities Measured at Fair Value on a Recurring Basis:


September 30, 2024	Level 1		Level 2		Level 3		Total
Liabilities:
Forward Purchase Agreement put option liability	$	-	$	-	$	9,563	$	9,563
Public Warrants		403		-		-		403
Private Placement Warrants		-		-		333		333
Total liabilities	$	403	$	-	$	9,896	$	10,299

March 31, 2024	Level 1		Level 2		Level 3		Total
Liabilities:
Forward Purchase Agreement put option liability	$	-	$	-	$	10,244	$	10,244
Public Warrants		747		-		-		747
Private Placement Warrants		-		-		620		620
Total liabilities	$	747	$	-	$	10,864	$	11,611

The change in the fair value of the forward purchase agreement put option liability of $681 has been recorded to change in fair value of forward purchase agreement put option liability for the six months ended September 30, 2024 and in the Company’s condensed consolidated statements of operations. The forward purchase agreement put option liability was classified as a current liability, as its liquidation is reasonably expected to use or require current assets or the creation of current liabilities. See also Notes 2 and 11. The estimated fair value of the forward purchase agreement put option liability was calculated using a Monte Carlo model and used significant assumptions including the risk-free rate and volatility. The change in fair value of the forward purchase agreement put option liability is primarily driven by a decrease in the price per share of the Company.

The Company is required to settle its liabilities under the FPAs by November 6, 2024. The total amount payable under the agreements is $8,000, which may be settled either in cash or in equity, at the option of the investors.

The valuation of the forward purchase agreement put option liability was made using the following assumptions as of September 30, 2024:

Schedule of purchase agreement
Expected Term (Years)		0.1
Risk free Interest Rate		4.7	%
Volatility		35.0	%
Reference Price for one Class A ordinary share	$	2.3

Note:

The private placement announced and completed on April 8, 2024. Quoted share price of Class A ordinary shares of the Company when PIPE (Private Investment in Public Entity) transaction took place was $2.21 approx.

Given that the Public Warrants have a listed price available, the Company classified them as Level 1. The Company has classified the privately placed warrants within Level 3 of the hierarchy as the fair value derived using the Black-Scholes option pricing model, which uses a combination of observable (Level 2) and unobservable (Level 3) inputs. There were no transfers between fair value levels during the three months ended September 30, 2024.

The valuation of the liability for the Private Placement Warrants was made using the following assumptions as of September 30, 2024:


Term (years)		4.1
Risk-free interest rate		4.7	%
Stock price at measurement date	$	2.3

The following table presents a summary of the changes in the fair value of Derivative Liabilities:


	Forward Purchase Agreement Put Option Liability			Public Warrant Liability			Private Placement Liability			Total
Fair value at April 1, 2024	$	10,244		$	747		$	620		$	11,611
Change in fair value (gain) / loss		(681	)		(344	)		(287	)		(1,312	)
Fair value as of September 30, 2024	$	9,563		$	403		$	333		$	10,299

Based on the expected VWAP as at inception as well as September 30, 2024 it is not expected that ATI would be required to issue additional Class A ordinary shares to certain vendors. On this basis, fair value of the derivative financial instrument representing ATI’s obligation to issue additional Class A ordinary shares has been determined to be insignificant on initial recognition as well as at September 30, 2024 and accordingly the quantitative disclosures in relation to the fair value have not been provided.

The entire disclosure for the fair value of financial instruments (as defined), including financial assets and financial liabilities (collectively, as defined), and the measurements of those instruments as well as disclosures related to the fair value of non-financial assets and liabilities. Such disclosures about the financial instruments, assets, and liabilities would include: (1) the fair value of the required items together with their carrying amounts (as appropriate); (2) for items for which it is not practicable to estimate fair value, disclosure would include: (a) information pertinent to estimating fair value (including, carrying amount, effective interest rate, and maturity, and (b) the reasons why it is not practicable to estimate fair value; (3) significant concentrations of credit risk including: (a) information about the activity, region, or economic characteristics identifying a concentration, (b) the maximum amount of loss the entity is exposed to based on the gross fair value of the related item, (c) policy for requiring collateral or other security and information as to accessing such collateral or security, and (d) the nature and brief description of such collateral or security; (4) quantitative information about market risks and how such risks are managed; (5) for items measured on both a recurring and nonrecurring basis information regarding the inputs used to develop the fair value measurement; and (6) for items presented in the financial statement for which fair value measurement is elected: (a) information necessary to understand the reasons for the election, (b) discussion of the effect of fair value changes on earnings, (c) a description of [similar groups] items for which the election is made and the relation thereof to the balance sheet, the aggregate carrying value of items included in the balance sheet that are not eligible for the election; (7) all other required (as defined) and desired information.

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Stock-Based Compensation (Details 1) - ESOP Stock Option [Member] $ / shares in Units, $ in Thousands	6 Months Ended
	Sep. 30, 2024 USD ($) $ / shares shares
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items]
Options outstanding, beginning \| shares	59,900
Options outstanding weighted average exercise price, beginning
Aggregate intrinsic value, beginning \| $
Options granted weighted average exercise price
Options exercised weighted average exercise price
Aggregate intrinsic value, exercised \| $
Options canceled, forfeited or expired weighted average exercise price
Options outstanding, ending \| shares	59,900
Options outstanding weighted average exercise price, ending	$ 0.12
Weighted average remaining contractual term	3 years 9 months 21 days
Aggregate intrinsic value, ending \| $	$ 2,324
Vested and exercisable \| shares	59,900
Vested and exercisable weighted average exercise price	$ 0.12
Weighted average remaining contractual term, vested and exercisable	3 years 9 months 21 days
Aggregate intrinsic value, Vested and exercisable \| $	$ 2,324

Fair Value Measurements (Details 2) - Private Warrants Liability [Member]	6 Months Ended
	Sep. 30, 2024 $ / shares
Class of Warrant or Right [Line Items]
Term (years)	4 years 1 month 6 days
Risk-free interest rate	4.70%
Stock price at measurement date	$ 2.3

CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS (Unaudited) - USD ($) $ in Thousands	6 Months Ended
	Sep. 30, 2024	Sep. 30, 2023
Cash flows from operating activities
Net income / (loss)	$ (17,623)	$ 1,421
Adjustments to reconcile net income / (loss) to net cash (used in) / provided by operating activities:
Depreciation and amortization expense	745	661
Stock-based compensation expense	12,746	1,626
Deferred tax (benefit) / expense	(1,907)	(81)
Accrued income from long-term investments	(106)	(92)
Provision for expected credit loss	3,579	15
Profit on sale of property and equipment	(6)
Others	(29)	(18)
Change in fair value of forward purchase agreement put option liability	(631)
Change in fair value of derivative warrant liabilities	(681)
Loss on issuance of shares against accounts payable	342
Unrealized exchange gain	(40)	(53)
Changes in operating assets and liabilities:
Accounts receivable	1,264	(1,229)
Prepaid expenses and other current assets	(454)	(3,209)
Operating right-of-use assets	(2,146)	(631)
Other assets	(2,557)	(360)
Accounts payable	863	(996)
Accrued compensation and related benefits, current	(473)	(429)
Other current liabilities	4,552	3,377
Operating lease liabilities	2,176	724
Other liabilities	591	661
Net cash provided by operating activities	205	1,387
Cash flows from investing activities
Acquisition of property and equipment	(982)	(734)
Sale of property and equipment	7
Issuance of loans to affiliates	(866)	(769)
Payments received for loans to affiliates	853	694
Net cash used in investing activities	(988)	(809)
Cash flows from financing activities
Net proceeds from short term borrowings	(1,855)	1,270
Payment of insurance financing liability	(440)
Proceeds from long-term debt	916	575
Repayment of long-term debt	(820)	(282)
Payment of finance lease obligations	(210)	(211)
Payment of deferred transaction costs	(20)	(1,147)
Net changes in net shareholders’ investment		(10)
Proceeds from issuance of Class A ordinary shares, net of issuance cost	4,678
Net cash provided by financing activities	2,249	195
Effect of exchange rate changes on cash and cash equivalents	77	(22)
Net increase in cash and cash equivalents	1,543	751
Cash and cash equivalents at the beginning of the period	2,084	1,131
Cash and cash equivalents at the end of the period	3,627	1,882
Supplemental cash flow disclosure:
Cash paid for interest	321	178
Cash paid for income taxes, net of refunds	556	625
Supplemental disclosure of non-cash investing and financing activities:
Unpaid deferred transaction costs included in accounts payable and other current liabilities	640	1,454
Equipment acquired under finance lease obligations	38	235
Property and equipment purchase included in accounts payable	1	4
Settlement of accounts payable through issuance of Class A ordinary shares to vendors	$ 342

Revenue (Details Narrative) - USD ($) $ in Thousands	6 Months Ended
Revenue (Details Narrative) - USD ($) $ in Thousands	Sep. 30, 2024	Sep. 30, 2023	Mar. 31, 2024
Revenue from Contract with Customer [Abstract]
Contract assets	$ 863		$ 255
Deferred revenue recognized	210	$ 142
Deferred Revenue	168		261
Deferred Revenue, Noncurrent	$ 0		$ 0

Stock-Based Compensation (Details 2) - MSOP Stock Option [Member] $ / shares in Units, $ in Thousands	6 Months Ended
	Sep. 30, 2024 USD ($) $ / shares shares
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items]
Options outstanding, beginning \| shares	295,565
Options outstanding weighted average exercise price, beginning \| $ / shares
Aggregate intrinsic value, beginning \| $
Options outstanding, ending \| shares	295,565
Options outstanding weighted average exercise price, ending \| $ / shares	$ 0.12
Weighted average remaining contractual term	1 year 2 months 1 day
Aggregate intrinsic value, ending \| $	$ 11,465
Vested and exercisable \| shares	295,565
Vested and exercisable weighted average exercise price \| $ / shares	$ 0.12
Weighted average remaining contractual term, vested and exercisable	1 year 2 months 1 day
Aggregate intrinsic value, Vested and exercisable \| $	$ 11,465

Long-term debt (Details) - USD ($) $ in Thousands	Sep. 30, 2024	Mar. 31, 2024
Debt Instrument [Line Items]
Long term debt	$ 1,514	$ 1,440
Loan From Director [Member]
Debt Instrument [Line Items]
Long term debt	829	834
Loan From Affiliate [Member]
Debt Instrument [Line Items]
Long term debt	495	498
Vehicle Loan [Member]
Debt Instrument [Line Items]
Long term debt	$ 190	$ 108

Line items represent financial concepts included in a table. These concepts are used to disclose reportable information associated with domain members defined in one or many axes to the table.

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Schedule of reconciliation of net income per share

Net loss per Share (Tables)

6 Months Ended

Sep. 30, 2024

Earnings Per Share [Abstract]


	Three Months Ended September 30,			Six Months Ended September 30,
	2024			2024
Net Income/ (Loss) attributable to controlling interest for the period for Basic and Dilutive Earning per share (A)	$	(2,190	)	$	(17,011	)
Weighted average shares outstanding of Class A ordinary shares, basic and diluted (B)		44,356,074			41,121,826

Earning/ Loss per share:
Basic and Diluted (A/B)	$	(0.05	)	$	(0.42	)

Related Party Transactions (Tables)

6 Months Ended

Sep. 30, 2024

Schedule of related party transactions

Schedule of related party transactions
Name of the related party		Relationship
Aark II Pte Limited		Affiliate entity
Aarx Singapore Pte Ltd		Affiliate entity
Aeries Technology Products And Strategies Private Limited (“ATPSPL”)		Affiliate entity
Aeries Financial Technologies Private Limited		Affiliate entity
Bhanix Finance And Investment Limited		Affiliate entity
Ralak Consulting LLP		Affiliate entity
TSLC Pte Limited		Affiliate entity
Venu Raman Kumar		Chairman of ATI’s Board and controlling shareholder
Vaibhav Rao		Members of immediate families of Venu Raman Kumar
Sudhir Appukuttan Panikassery		Key managerial personnel

Schedule of significant transactions and balances due to and from related parties


	Three Months Ended September 30,				Six Months Ended September 30
	2024		2023		2024		2023
Cost sharing arrangements
Aeries Financial Technologies Private Limited (b)		42		52		89		101
Bhanix Finance And Investment Limited (b)		34		25		60		60
Corporate guarantee commission
Bhanix Finance And Investment Limited		-		-		-		2
Corporate guarantee expense
Aeries Technology Products And Strategies Private Limited (j)		-		-		-		2
Interest expense
Aeries Technology Products And Strategies Private Limited (d)		23		9		43		14
Mr. Vaibhav Rao (g)		21		21		42		42
Interest income
Aeries Financial Technologies Private Limited (f), (h)		4		41		8		80
Aeries Technology Products And Strategies Private Limited (e), (h)		25		28		47		53
Legal and professional fees paid
Ralak Consulting LLP (c)		77		134		154		213
Management consultancy service
Aark II Pte Limited (a)		757		832		1,503		1,702
TSLC Pte Limited (a)		-		88		-		88
Office management and support services expense
Aeries Technology Products And Strategies Private Limited (i)		15		26		29		75

	September 30,		March 31,
	2024		2024
Accounts payable
Aeries Technology Products And Strategies Private Limited (i)	$	30	$	9
Accounts receivable
Aark II Pte Limited (a)		501		629
Aeries Financial Technologies Private Limited (b)		10		11
Bhanix Finance And Investment Limited (b)		52		17
TSLC Pte Limited (a)		128		128
Interest payable (classified under other current liabilities)
Aeries Technology Products And Strategies Private Limited (d)		28		-
Interest receivable (classified under prepaid expenses and other current assets)
Aeries Technology Products And Strategies Private Limited (e)		30		-
Investment in 0.001% Series-A Redeemable preference share
Aeries Financial Technologies Private Limited (h)		1,018		939
Investment in 10% Cumulative redeemable preference shares
Aeries Technology Products And Strategies Private Limited (h)		817		792
Loan from Members of immediate families of Venu Raman Kumar
Mr. Vaibhav Rao (g)		829		834
Loans from affiliates
Aeries Technology Products and Strategies Private Limited (d)		495		498
Loans to affiliates (classified under other assets)
Aeries Financial Technologies Private Limited (f)		104		105
Aeries Technology Products And Strategies Private Limited (e)		567		558

(a)	The Company provided management consulting services to Aark II Pte Ltd under an agreement dated June 21, 2021 and its amendments thereof and to TSLC Pte Ltd under an agreement dated July 12, 2021.
(b)	The Company was in a cost sharing arrangement with Aeries Financial Technologies Private Ltd and Bhanix Finance and Investment Ltd under separate agreements dated April 1, 2020. The cost sharing arrangement included costs in the areas of office management, IT and operations. The agreements are for a 36-month term with auto renewals after the original term.
(c)	The Company availed consulting services including implementation services in business restructuring, risk management, feasibility studies, mergers & acquisitions etc. from Ralak Consulting LLP via agreement dated April 1, 2022.
(d)	The Company incurred interest expense in relation to loans taken from ATPSPL, which were borrowed to meet working capital requirements. The loans were for a 3-year term and were issued at an interest rate of 12% per annum.
(e)	The Company received interest income in relation to loans given to affiliates to support their working capital requirements. The loans were for a 3-year term and issued at an interest rate of 12% per annum.
(f)	The Company received interest income in relation to loans given to affiliates to support their working capital requirements. The loans were for a 3-year term and issued at an interest rate of 15-17% per annum.
(g)	The Company obtained a loan at 10% interest rate from Vaibhav Rao for business purposes. The agreement shall remain valid until the principal amount along with interest is fully repaid. The principal amount of the loan was outstanding in entirety as of September 30, 2024.
(h)	This amount represents investments in affiliates. The Company earned interest income on its investments in affiliates.
(i)	The Company availed management consulting services from ATPSPL under agreements dated March 20, 2020 and April 1, 2021.
(j)	ATPSPL gave corporate guarantee of INR 240,000 (or approximately $2,864 at the exchange rate in effect on September 30, 2024) on behalf of the Company towards the revolving credit facility availed. ATPSPL charges a corporate guarantee commission of 0.5% on the total corporate guarantee given. The guarantee was withdrawn during the year ended March 31, 2024.

CONDENSED CONSOLIDATED BALANCE SHEETS (Unaudited) - USD ($) $ in Thousands	Sep. 30, 2024	Mar. 31, 2024
Current assets:
Cash and cash equivalents	$ 3,627	$ 2,084
Accounts receivable, net of allowance of $4,844 and $1,263 as of September 30, 2024 and March 31, 2024, respectively	18,477	23,757
Prepaid expenses and other current assets, net of allowance of $1 and $1, as of September 30, 2024 and March 31, 2024, respectively	7,343	6,995
Total current assets	29,447	32,836
Property and equipment, net	3,728	3,579
Operating right-of-use assets	8,486	7,318
Deferred tax assets	3,899	1,933
Long-term investments, net of allowance of $117 and $126, as of September 30, 2024 and March 31, 2024, respectively	1,717	1,612
Other assets, net of allowance of $1 and $1, as of September 30, 2024 and March 31, 2024, respectively	4,683	2,129
Total assets	51,960	49,407
Current liabilities:
Accounts payable	7,330	6,616
Accrued compensation and related benefits, current	2,603	3,119
Operating lease liabilities, current	1,654	2,080
Short-term borrowings	4,482	6,778
Forward purchase agreement put option liability	9,563	10,244
Other current liabilities	13,591	9,288
Total current liabilities	39,223	38,125
Long term debt	1,514	1,440
Operating lease liabilities, noncurrent	7,209	5,615
Derivative warrant liabilities	736	1,367
Deferred tax liabilities	130	92
Other liabilities	4,462	3,948
Total liabilities	53,274	50,587
Commitments and contingencies (Note 10)
Redeemable noncontrolling interest	685	734
Shareholders’ equity (deficit)
Preference shares, $0.0001 par value; 5,000,000 shares authorized; none issued or outstanding
Net shareholders’ investment and additional paid-in capital	27,159
Accumulated other comprehensive loss	(800)	(574)
Accumulated deficit	(28,679)	(11,668)
Total Aeries Technology, Inc. shareholders’ deficit	(2,316)	(12,240)
Noncontrolling interest	317	10,326
Total shareholders’ equity (deficit)	(1,999)	(1,914)
Total liabilities, redeemable noncontrolling interest and shareholders’ equity (deficit)	51,960	49,407
Common Class A [Member]
Shareholders’ equity (deficit)
Common stock, value issued	4	2
Common Class V [Member]
Shareholders’ equity (deficit)
Common stock, value issued

Short-term borrowings (Details) - USD ($) $ in Thousands	Sep. 30, 2024	Mar. 31, 2024
Extinguishment of Debt [Line Items]
Short-term borrowings	$ 4,482	$ 6,778
Short-Term Debt [Member]
Extinguishment of Debt [Line Items]
Short-term borrowings	4,459	6,765
Current Portion Of Vehicle Loan [Member]
Extinguishment of Debt [Line Items]
Short-term borrowings	$ 23	$ 13

Nature of Operations (Details Narrative) - USD ($)
$ / shares in Units, $ in Thousands

6 Months Ended

Sep. 30, 2024

Nov. 06, 2023

Consolidation, Less than Wholly Owned Subsidiary, Parent Ownership Interest, Effects of Changes, Net [Line Items]

Warrants outstanding

21,027,801

Transaction costs relating to business combination

^[1]

15,257,666

$ 3,697

Private Placement Warrants [Member]

Consolidation, Less than Wholly Owned Subsidiary, Parent Ownership Interest, Effects of Changes, Net [Line Items]

Purchase of additional shares

9,527,810

Public Warrants [Member]

Consolidation, Less than Wholly Owned Subsidiary, Parent Ownership Interest, Effects of Changes, Net [Line Items]

Purchase of additional shares

11,499,991

Common Stock [Member]

Consolidation, Less than Wholly Owned Subsidiary, Parent Ownership Interest, Effects of Changes, Net [Line Items]

Shares Outstanding

15,257,666

Common stock, par value

$ 0.0001

Redemption of shares

2,697,052

Class A Ordinary Shares [Member]

Consolidation, Less than Wholly Owned Subsidiary, Parent Ownership Interest, Effects of Changes, Net [Line Items]

Shares Outstanding

15,257,666

Consolidation, Less than Wholly Owned Subsidiary, Parent Ownership Interest, Effects of Changes, Net [Line Items]

15,257,666

AARK [Member]

Ownership, percentage

3.09%

38.24%

AARK Shareholders [Member]

Consolidation, Less than Wholly Owned Subsidiary, Parent Ownership Interest, Effects of Changes, Net [Line Items]

Ownership, percentage

61.76%

[1]

Fair Value Measurements (Details 3) $ in Thousands	6 Months Ended
Fair Value Measurements (Details 3) $ in Thousands	Sep. 30, 2024 USD ($)
Class of Warrant or Right [Line Items]
Fair value at beginning	$ 11,611
Change in fair value (gain) / loss	(1,312)
Fair value at end	10,299
Forward Purchase Agreement Derivative Liabilities [Member]
Class of Warrant or Right [Line Items]
Fair value at beginning	10,244
Change in fair value (gain) / loss	(681)
Fair value at end	9,563
Public Warrants Liability [Member]
Class of Warrant or Right [Line Items]
Fair value at beginning	747
Change in fair value (gain) / loss	(344)
Fair value at end	403
Private Placement Liability [Member]
Class of Warrant or Right [Line Items]
Fair value at beginning	620
Change in fair value (gain) / loss	(287)
Fair value at end	$ 333

Long-term debt (Details 1) $ in Thousands	Sep. 30, 2024 USD ($)
Debt Disclosure [Abstract]
2025	$ 11
2026	854
2027	599
2028	12
2029	61
Total future maturities of debt	$ 1,537

Forward Purchase Agreement

Amount, after deduction of unamortized premium (discount) and debt issuance cost, of long-term debt. Excludes lease obligation.

+ References + Details

Long-term debt

6 Months Ended

Sep. 30, 2024

Debt Disclosure [Abstract]

Long-term debt

Note 4 - Long-term debt

Long-term debt consists of the following:

Schedule of long-term debt
	September 30, 2024		March 31, 2024
Loan from the director of ATGBA	$	829	$	834
Loan from an affiliate		495		498
Non-current portion of vehicle loan		190		108
	$	1,514	$	1,440

For additional information on the loan from the director of ATGBA, Mr. Vaibhav Rao, to a subsidiary company and loan from an affiliate, see Note 8 – Related Party Transactions - point (g) and (d), respectively.

Vehicle loan

On December 7, 2022, the Company entered into a vehicle loan, secured by the vehicle, for INR 11,450 (or approximately $137 at the exchange rate in effect on September 30, 2024) at 10.75% from Mercedes-Benz Financial Services India Pvt. Ltd. The Company is required to repay the loan in 48 monthly instalments beginning January 4, 2023.

On August 2, 2024, the Company entered into a vehicle loan, secured by the vehicle, for INR 8,165 (or approximately $97 at the exchange rate in effect on September 30, 2024) at 10.25% from Mercedes-Benz Financial Services India Pvt. Ltd. The Company is required to repay the loan in 48 monthly instalments beginning September 4, 2024.

As of September 30, 2024, the future maturities of debt by fiscal year are as follows:

Schedule of future maturities of debt
2025	$	11
2026		854
2027		599
2028		12
2029		61
Total future maturities of debt	$	1,537

Income Taxes (Details Narrative)	3 Months Ended		6 Months Ended
Income Taxes (Details Narrative)	Sep. 30, 2024	Sep. 30, 2023	Sep. 30, 2024	Sep. 30, 2023
Income Tax Disclosure [Abstract]
Effective tax rate	18.60%	42.30%	8.40%	38.70%

Stock-Based Compensation (Details 3)	6 Months Ended
Stock-Based Compensation (Details 3)	Sep. 30, 2024
Compensation Related Costs [Abstract]
Expected term	3 years 6 months
Expected volatility	40.80%
Risk free interest rate	3.01%
Annual dividend yield	0.00%

Summary of Significant Accounting Policies (Policies)

6 Months Ended

Sep. 30, 2024

Accounting Policies [Abstract]

Basis of Preparation

Basis of Preparation

The information presented below supplements the Significant Accounting Policies information presented in the annual report on Form 10-K for the year ended March 31, 2024. There have been no changes in accounting policies during the six months ended September 30, 2024, from those disclosed in the annual consolidated financial statements and related notes for the year ended March 31, 2024, except for those described below and also as described in “Recently Adopted Accounting Pronouncements” below.

All intercompany balances and transactions have been eliminated in consolidation.

Emerging Growth Company

Emerging Growth Company

The Company is an “emerging growth company,” as defined in Section 2(a) of the Securities Act, as modified by the Jumpstart Our Business Startups Act of 2012 (the “JOBS Act”), and it may 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 Sarbanes-Oxley Act of 2002, reduced disclosure obligations regarding executive compensation in its periodic reports and proxy statements, and exemptions from the requirements of holding a nonbinding advisory vote on executive compensation and shareholder approval of any golden parachute payments not previously approved.

Further, Section 102(b)(1) of the JOBS Act exempts emerging growth companies from being required to comply with new or revised financial accounting standards until private companies (that is, those that have not had a Securities Act registration statement declared effective or do not have a class of securities registered under the Exchange Act) are required to comply with the new or revised financial accounting standards. The JOBS Act provides that an emerging growth company can elect to opt out of the extended transition period and comply with the requirements that apply to non-emerging growth companies but any such election to opt out is irrevocable. The Company has elected not to opt out of such extended transition period which means that when a standard is issued or revised and it has different application dates for public or private companies, the Company, as an emerging growth company, can adopt the new or revised standard at the time private companies adopt the new or revised standard. This may make comparison of the Company’s condensed consolidated financial statements with another public company which is neither an emerging growth company nor an emerging growth company which has opted out of using the extended transition period difficult or impossible because of the potential differences in accounting standards used.

Going Concern

Going Concern

The Company has the responsibility to evaluate whether conditions and/or events raise substantial doubt about its ability to meet its obligations as they become due within one year after the date that the financial statements are issued. Management’s evaluation does not initially take into consideration the potential mitigating effects of management’s plans that have not been fully implemented as of the date the financial statements are issued. The accompanying financial statements have been prepared assuming that the Company will continue as a going concern.

In performing this evaluation, the Company identified that the following conditions that raised substantial doubt about its ability to continue as a going concern:

●

For the six months ended September 30, 2024, the Company reported a net loss of $17,623.

●

As of September 30, 2024, the Company had a working capital deficit of $9,776, primarily due to current liabilities related to the FPAs entered into on November 3, 2023 and November 5, 2023. These FPAs were liquidity arrangements entered into as part of the business combination of the Company with WWAC effective as of November 6, 2023. Under these liquidity arrangements, certain investors agreed not to redeem their holdings in WWAC in exchange for the Company entering into the FPAs. This step was taken to address the agreed minimum cash requirement with WWAC as of the closing date of the business combination, which WWAC was unable to meet without this financing. Pursuant to the FPAs, the Company is obligated to pay a maturity consideration of $8,000 at the end of the one-year term, which may be settled either in cash or equity at the option of the FPA holders. As of the date of this Form 10-Q report, the remaining balance owed to the FPA holders is $7,500.

●

The Company received a non-renewal notice from a significant customer related to its dedicated offshore operations managed by the Company, which is expected to result in an annual revenue loss of approximately $11,500.

The Company has historically financed its operations and expansions primarily with cash generated from operations and the revolving credit facility from Kotak Mahindra Bank. As at September 30, 2024 the Company had a balance of $3,627 in cash and cash equivalents and also generated overall positive cash flows for the six months ended September 30, 2024. The Company also reported a net operating cash inflow of $205 for this period. Management expects to have sufficient cash from the operations, cash reserves and debt capacity for the next 12 months and for the foreseeable future to finance our operations, our growth, expansion plans. However, this expectation assumes that the FPA liabilities will not require immediate cash settlement. If an immediate cash settlement is required for the remaining FPA liabilities, the Company may lack the necessary financial resources to sustain operations during this period.

The Company has undertaken or completed the following actions to improve its available cash balances, liquidity, and cash generated from operations:

●

The non-renewal of the customer contract requires a one-time buy-out payment from the customer to us of approximately $3,100. The Company has also executed a Master Service Agreement to provide technology-enabled services to the customer under a new engagement model and plans to expand operations under this arrangement.

●

On November 6, 2024, the Company and one of the FPA holders, namely Meteora Capital Partners LP, which holds 250,000 shares under its FPA, agreed to settle the liability through issuance of shares, leaving a remaining balance of $7,500 owed to other FPA holders. We are actively pursuing capital raising alternatives to pay the remaining balance due.

●

Targeted cost cutting measures have been instituted, focusing on non-core expenses including those related to inorganic growth strategy, such as reductions in the use of outside vendors and professional services, as well as selective headcount and salary reduction and salary reductions, which are designed to improve our cashflow position without impacting core business operations.

The Company’s ability to continue as a going concern is dependent upon, among other things, successfully executing its mitigation plan, which includes, (i) raising additional funds from existing or new credit facilities, (ii) raising equity or equity linked capital, (iii) restructuring current liabilities into equity or long-term obligations, and (iv) further reducing non-core expenses with a renewed focus on organic growth in the core geography that has been historically operated in, which is North America.

The Company is hopeful of accomplishing its objectives through these measures in the anticipated time frame and also expects that the funds available through the above-mentioned arrangements will be sufficient to alleviate the doubts about the Company’s ability to continue as a going concern. However, there is no guarantee of the success of these efforts. The consolidated financial statements do not include any adjustments relating to the recovery of the recorded assets or the classification of the liabilities that might be necessary if the Company is unable to continue as a going concern.

Use of Estimates

Use of Estimates

The preparation of condensed consolidated financial statements in accordance with US GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities at the date of the condensed consolidated financial statements, and the reported amounts of revenue and expenses during the reporting periods. Significant items subject to such estimates and assumptions include, but are not limited to, revenue recognition, allowance for credit losses, stock-based compensation, fair valuation of FPA put option liabilities and private warrant liabilities, useful lives of property and equipment, accounting for income taxes, determination of incremental borrowing rates used for operating lease liabilities and right-of-use assets, obligations related to employee benefits and carve-out of financial statements, including the allocation of assets, liabilities and expenses. Management believes that the estimates and judgments upon which it relies, are reasonable based upon information available to the Company at the time that these estimates and judgments were made. Actual results could differ from those estimates.

Segment Reporting

Segment Reporting

The Company operates as one operating segment. The Company’s chief operating decision maker is its chief executive officer, who reviews financial information presented on a consolidated basis for the purposes of making operating decisions, assessing financial performance and allocating resources.

Forward Purchase Agreement

On November 3, 2023, and November 5, 2023, WWAC entered into Forward Purchase Agreements with Sandia Investment Management LP, Sea Otter Trading, LLC, YA II PN, Ltd and Meteora Capital Partners, LP (collectively known as “FPA holders”) for an over-the-counter (OTC) Equity Prepaid Forward Transaction. A Subscription Agreement (the “Subscription Agreement”) was also executed alongside the FPA for subscription of the underlying FPA shares by the FPA holders either through a new issuance or purchase of shares from existing holders (“Recycled Shares”). The FPAs and Subscription Agreements have been accounted for separately as discussed subsequently.

The FPAs stipulate a new issuance of 3,711,667 Class A ordinary shares to the FPA holders at the redemption price (i.e., $10.69 per share) and, purchase of 288,333 Recycled Shares through redemption reversals. The amount to be received by ATI from the FPA holders on such issuance of around 3,711,667, shares, are held with the FPA holders as prepaid with respect to the forward transaction. Pursuant to the FPA, ATI was obligated to pay a prepayment amount of $42,760 which was settled as below:

●

$39,678 against the consideration receivable by ATI for a new issuance of Class A ordinary shares to the FPA holders; and

●

$3,083 representing the cash paid by ATI to the FPA holders to fund the purchase price of the Recycled Shares.

At the end of the contract period of one year, for each unsold share held by the FPA holders, ATI is obligated to pay FPA holders an amount of $2 in cash or a variable number of ATI’s Class A ordinary shares in order to provide a return of $2.5 per FPA share determined based on the 30-day volume weighted average price of ATI’s Class A ordinary shares (“Maturity Consideration”). The FPA holders have the option to select the form of Maturity Consideration.

The Optional Termination Right held by the FPA holders economically results in the prepaid forward contract being akin to a written put option with the FPA holders’ right to sell all or a portion of the 4,000,000 Class A ordinary shares to ATI. ATI is entitled over the 12-month maturity period to either a return of the prepayment or the underlying shares, which the FPA holders will determine at their sole discretion depending on the movement in ATI’s stock price.

On April 8, 2024, the Company completed a Private Investment in Public Equity (“PIPE”) transaction, with the Class A ordinary shares quoted at approximately $2.21 per share at that time. The Company has Forward Purchase Agreements with Sandia Investment Management LP, Sea Otter Trading, LLC, YA II PN, Ltd, and Meteora Capital Partners, LP (collectively, the “FPA Holders”). These agreements contain a price reset feature that allows for adjustments to the share price based on certain predefined conditions, including those triggered by the PIPE transaction. As of the reporting date, this price reset feature was activated, resulting in a new share price of $2.21 per share for the over-the-counter (OTC) Equity Prepaid Forward Transaction.

This adjustment has implications for the fair value of the derivative liability initially recorded on the balance sheet. Future fluctuations in this fair value will be recognized in earnings. For more details, please refer to Note 14: Fair Value Measurement

The FPAs consist of two freestanding financial instruments that are accounted for as follows:

The total prepayment of $42,760 (“Prepayment Amount”) which includes a net cash outflow of $3,083 as discussed above. The Prepayment Amount has been accounted for as a reduction to equity to reflect the substance of the overall arrangement as a net repurchase of the Recycled Shares and sale of newly issued shares to the FPA holders pursuant to a subscription agreement without receipt of the underlying consideration of $39,678.

The “FPA Put Option” includes both the in-substance written put option and the expected Maturity Consideration. The FPA Put Option is a derivative instrument that the Company has recorded as a liability and measured at fair value in accordance with ASC 480-10. The instrument is subject to remeasurement at each balance sheet date, with changes in fair value recognized in the condensed consolidated statements of operations. See Note 14.

Derivative Financial Instruments and FPA Put Option Liability

Derivative Financial Instruments and FPA Put Option Liability

The Company accounts for the Warrants (defined below) in accordance with the guidance contained in ASC 815-40 under which the Instruments (as defined below) do not meet the criteria for equity treatment and must be recorded as liabilities. The Company accounts for the FPA put option liability as a financial liability in accordance with the guidance in ASC 480-10. Warrants and FPA are collectively referred as the “Instruments”. The Instruments are subjected to re-measurement at each balance sheet date until exercised, and any change in fair value is recognized in the Company’s condensed consolidated statement of operations. See Note 11 for further discussion of the pertinent terms of the Warrants and Note 14 for further discussion of the methodology used to determine the value of the Warrants and FPA.

In December 2023, the Company settled vendor balances mounting to $855 owed to certain vendors by issuing 361,388 Class A ordinary shares. If the volume weighted average price (“VWAP”) of the Class A ordinary shares over the three trading days immediately preceding the agreement date is higher than the VWAP over the three trading days immediately preceding the six-month anniversary from the agreement date, additional Class A ordinary shares of ATI would need to be issued for the difference. This represents a derivative financial instrument written by the Company which has been accounted for in accordance with the guidance contained in ASC 815-40 including subsequent re-measurement at fair value with the changes being recognized in Company’s condensed consolidated statement of operations.

●

For derivative financial instruments that are accounted for as liabilities, the derivative instrument is initially recorded at its fair value at inception and is then re-valued at each reporting date, with changes in the fair value reported in the statements of operations. The classification of derivative instruments, including whether such instruments should be recorded as liabilities or as equity, is evaluated at the end of each reporting period. Derivative liabilities are classified in the condensed consolidated balance sheets as current or noncurrent based on whether or not net-cash settlement or conversion of the instrument could be required within 12 months of the balance sheet date. The Company is required to settle its liabilities under the FPAs by November 6, 2024. The total amount payable under the agreements is $8,000, which may be settled either in cash or in equity, at the option of the investors.

Fair Value Measurements

Fair Value Measurements

Fair value is defined as the exchange price that would be received for an asset or paid to transfer a liability (an exit price) in the principal or most advantageous market for the asset or liability in an orderly transaction between market participants on the measurement date. Valuation techniques used to measure fair value should maximize the use of observable inputs and minimize the use of unobservable inputs. Assets and liabilities recorded at fair value in the condensed consolidated financial statements are categorized based upon the level of judgment associated with the inputs used to measure their fair value.

Hierarchical levels which are directly related to the amount of subjectivity associated with the inputs to the valuation of these assets or liabilities are as follows:

Level 1 – Inputs are unadjusted, quoted prices in active markets for identical assets or liabilities at the measurement date.

Level 2 – Inputs that are observable, either directly or indirectly. Such prices may be based upon quoted prices for identical or comparable securities in active markets or inputs not quoted on active markets but corroborated by market data.

Level 3 – Unobservable inputs that are supported by little or no market activity and reflect management’s best estimate of what market participants would use in pricing the asset or liability at the measurement date. Consideration is given to the risk inherent in the valuation technique and the risk inherent in the inputs to the model.

A financial instrument’s categorization within the valuation hierarchy is based upon the lowest level of input that is significant to the fair value measurement.

Fair Value of Financial Instruments

Fair Value of Financial Instruments

Except for the Warrants and FPA as described above, the fair value of the Company’s assets and liabilities, which qualify as financial instruments under the Financial Accounting Standards Board (the “FASB”) ASC 820, “Fair Value Measurements and Disclosures,” approximates the carrying amounts represented in the condensed consolidated balance sheets.

Cash and Cash Equivalents

Cash and Cash Equivalents

Cash consists of the Company’s cash and bank balances. The Company considers cash equivalents to be highly liquid investments with original maturities of three months or less.

Concentration of Credit Risk

Concentration of Credit Risk

Financial instruments that potentially subject the Company to credit risk consist primarily of cash and cash equivalents, accounts receivable, loans to affiliates, and investments. The Company holds cash at financial institutions that the Company believes are high credit quality financial institutions and limits the amount of credit exposure with any one bank and conducts ongoing evaluations of the creditworthiness of the banks with which it does business. As of September 30, 2024 and March 31, 2024, there was one customer that represented 10% or greater of the Company’s accounts receivable balance. The Company expects limited credit risk arising from its long-term investments as these primarily entail investments in the Company’s affiliates that have a credit rating that is above the minimum allowable credit rating defined in the Company’s investment policy. As a part of its risk management process, the Company limits its credit risk with respect to long-term investments by performing periodic evaluations of the credit standing of counterparties to its investments.

In respect of the Company’s revenue, there were two and three customers that each accounted for more than 10% of total revenue for the three months ended September 30, 2024 and 2023, respectively; and there were three customers that accounted for more than 10% of total revenue for the six months ended September 30, 2024 and 2023. The following table shows the amount of revenue derived from each customer exceeding 10% of the Company’s revenue during the three and six months ended September 2024 and 2023:


	Three Months Ended September 30,						Six Months Ended September 30,
	2024			2023			2024			2023
Customer 1		16	%		15	%		16	%		15	%
Customer 2		12	%		13	%		12	%		13	%
Customer 3		n/a			10	%		10	%		11	%

Accounts receivable, net

Accounts receivable, net

The Company records a receivable when an unconditional right to consideration exists, such that only the passage of time is required before payment of consideration is due. Timing of revenue recognition may differ from the timing of invoicing to customers. If revenue recognized on a contract exceeds the billings, then the Company records an unbilled receivable for that excess amount, which is included as part of accounts receivable, net in the Company’s condensed consolidated balance sheets.

Under ASC Topic 326, accounts receivable are recorded at the invoiced amount, net of allowance for credit losses. The Company regularly reviews the adequacy of the allowance for credit losses based on a combination of factors. In establishing any required allowance, management considers historical losses adjusted for current market conditions, the current receivables aging, current payment terms and expectations of forward-looking loss estimates. Allowance for credit losses was $4,844 as of September 30, 2024 and $1,263 as of March 31, 2024, and is classified within “Accounts Receivable, net” in the condensed consolidated balance sheets.

The following tables provides details of the Company’s allowance for credit losses (in thousands):

Schedule of allowance for credit losses
	Six months Ended September 30,
	2024		2023
Opening balance as of April 1	$	1,263	$	-
Transition period adjustment on accounts receivables (through retained earnings) pursuant to ASC 326		-		149
Adjusted balance as of April 1	$	1,263	$	149
Additions charged to cost and expense		3,581		22
Closing balance as of September 30	$	4,844	$	171

Long-Term Investments

Long-Term Investments

The Company’s long-term investments consist of debt and non-marketable equity investments in privately held companies in which the Company does not have a controlling interest or significant influence, which have maturities in excess of one year and the Company does not intend to sell.

Debt investments of mandatorily redeemable preference shares, which are classified as held-to-maturity since the Company has the intent and contractual ability to hold these securities to maturity. These investments are reported at amortized cost and are subject to an ongoing impairment evaluation. Income from these investments is recorded in “Interest income” in the condensed consolidated statements of operations.

Under ASC Topic 326, expected credit losses are recorded and reduced from the amortized cost of the held-to-maturity securities. Expected credit losses for long-term investments are calculated using a probability of default method. Credit losses are recorded within “Selling, general & administrative expenses” in the condensed consolidated statements of operations when an event or circumstance indicates a decline in value has occurred. Allowance for credit losses was $117 as of September 30, 2024 and $126 as of March 31, 2024.

The following tables provides details of the Company’s allowance for credit losses:

Schedule of allowance for credit losses
	Six months Ended September 30,
	2024			2023
Opening balance as of April 1	$	126		$	-
Transition period adjustment on long term investments (through retained earnings) pursuant to ASC 326		-			126
Adjusted balance as of April 1	$	126		$	126
Additions charged to change in provision for credit losses		(9	)		10
Closing balance as of September 30	$	117		$	136

The Company includes these long-term investments in “Long-term investments” on the condensed consolidated balance sheets.

Net Loss per Share

Net Loss per Share

Basic net loss per share is computed by dividing income/(loss) available to ordinary shareholders by the weighted-average number of ordinary shares outstanding during the period. Diluted net loss per share is computed using the weighted-average number of ordinary shares and potential dilutive ordinary shares outstanding during the period. The Company has not considered the effect of the Warrants sold in its initial public offering (the “Initial Public Offering”) and private placement to purchase ordinary shares, and impact of FPA put option liability in the calculation of diluted net loss per share, since the instruments are not dilutive.

Recent Accounting Pronouncements not yet Adopted

Recent Accounting Pronouncements not yet Adopted

In October 2023, the FASB issued ASU 2023-06, Disclosure Improvements: Codification Amendments in Response to the SEC’s Disclosure Update and Simplification Initiative, which amends the disclosure or presentation requirements related to various subtopics in the FASB Accounting Standards Codification (the “Codification”). The effective date for each amendment will be the date on which the SEC’s removal of that related disclosure from Regulation S-X or Regulation S-K becomes effective, with early adoption prohibited. If by June 30, 2027, the SEC has not removed the applicable requirement from Regulation S-X or Regulation S-K, the pending content of the related amendment will be removed from the Codification and will not become effective for any entity. The Company is in the process of evaluating the Impact of the amendments this ASU will have on the financial statements and related disclosures.

In December 2023, the FASB issued ASU No. 2023-09, Income Taxes (Topic 740): Improvements to Income Tax Disclosures, which requires an annual tabular effective tax rate reconciliation disclosure including information for specified categories and jurisdiction levels, as well as, disclosure of income taxes paid, net of refunds received, disaggregated by federal, state/local, and significant foreign jurisdiction. This ASU is effective for fiscal years beginning after December 15, 2024, with early adoption permitted. The Company is currently evaluating the impact that adopting this standard will have on its consolidated financial statements.

The Company is currently evaluating the effect of the updates.

Summary of Significant Accounting Policies (Details)	3 Months Ended		6 Months Ended
Summary of Significant Accounting Policies (Details)	Sep. 30, 2024	Sep. 30, 2023	Sep. 30, 2024	Sep. 30, 2023
Customer One [Member]
Concentration of credit risk, percentage	16.00%	15.00%	16.00%	15.00%
Customer Two [Member]
Concentration of credit risk, percentage	12.00%	13.00%	12.00%	13.00%
Customer Three [Member]
Concentration of credit risk, percentage		10.00%	10.00%	11.00%

Summary of Significant Accounting Policies (Details 1) - Accounts Receivable [Member] - USD ($) $ in Thousands	6 Months Ended
	Sep. 30, 2024	Sep. 30, 2023
Product Information [Line Items]
Opening balance at beginning	$ 1,263
Transition period adjustment on accounts receivables (through retained earnings) pursuant to ASC 326		149
Adjusted balance	1,263	149
Additions charged to cost and expense	3,581	22
Closing balance at end	$ 4,844	$ 171

Pay vs Performance Disclosure - USD ($) $ in Thousands	3 Months Ended
Pay vs Performance Disclosure - USD ($) $ in Thousands	Sep. 30, 2024	Jun. 30, 2024	Sep. 30, 2023	Jun. 30, 2023
Pay vs Performance Disclosure [Table]
Net Income (Loss)	$ (2,280)	$ (14,653)	$ 927	$ 494

The portion of profit or loss for the period, net of income taxes, which is attributable to the parent.

Reference 1: http://www.xbrl.org/2003/role/disclosureRef
-Topic 250
-SubTopic 10
-Name Accounting Standards Codification
-Section 50
-Paragraph 6
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147483443/250-10-50-6

Reference 2: http://www.xbrl.org/2003/role/disclosureRef
-Topic 250
-SubTopic 10
-Name Accounting Standards Codification
-Section 50
-Paragraph 9
-Publisher FASB
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Net Income/ (Loss) attributable to controlling interest for the period for Basic and Dilutive Earning per share

Redeemable Noncontrolling Interest and Shareholders’ Equity (Deficit) (Details Narrative) - USD ($)				1 Months Ended		6 Months Ended
	Apr. 08, 2024	Apr. 05, 2024	Jun. 14, 2023	Sep. 30, 2024	May 24, 2024	Sep. 30, 2024	Jul. 10, 2024	Mar. 31, 2024	Nov. 06, 2023	Apr. 02, 2023	Apr. 02, 2022
Class of Stock [Line Items]
Preferred stock, shares authorized				5,000,000		5,000,000		5,000,000
Preferred stock, par or stated value per share				$ 0.0001		$ 0.0001		$ 0.0001
Preferred stock, shares issued				0		0		0
Preferred stock, shares outstanding				0		0		0
Common stock, shares issued										10,000	10,000
Common stock, shares outstanding			0.0001
Number of shares of common stock outstanding after stock split			10,000
Number of shares issued						200,000
AARK [Member]
Class of Stock [Line Items]
Ownership percentage				3.09%		3.09%			38.24%
ATGBA [Member]
Class of Stock [Line Items]
Ownership percentage				14.69%		14.69%
Subscription Agreement [Member]
Class of Stock [Line Items]
Ordinary shares	2,261,778
Customary representations, warranties and covenants of the parties	The Subscription Agreement contains customary representations, warranties and covenants of the parties, and the closing was subject to customary closing conditions. The Company intends to use the net proceeds of approximately $4.68 million from the Private Placement, following a deduction of a 6.5% commission paid to a placement agent, for general corporate and working capital purposes.
Subscription Agreement [Member] \| AARK [Member]
Class of Stock [Line Items]
Exchange agreement description		the prior investor of AARK has exchanged 9,500 ordinary shares of AARK for 21,337,000 Class A ordinary shares of the Company (i.e. 2,246 Class A ordinary shares of the Company for 1 ordinary share of AARK).
Subscription Agreement [Member] \| Vendors [Member]
Class of Stock [Line Items]
Number of shares issued					54,074
Subscription Agreement [Member] \| Investor [Member]
Class of Stock [Line Items]
Gross proceeds	$ 5,000,000
Purchase price	$ 2.21
Common Class A [Member]
Class of Stock [Line Items]
Common stock, shares authorized				500,000,000		500,000,000		500,000,000
Common stock, par or stated value per share				$ 0.0001		$ 0.0001		$ 0.0001
Common stock, shares issued				44,500,426		44,500,426		15,619,004
Common stock, shares outstanding				44,500,426		44,500,426		15,619,004
Temporary equity, shares outstanding				4,000,000		4,000,000
Class A Ordinary Shares [Member] \| Vendors [Member]
Class of Stock [Line Items]
Number of shares issued				78,947
Class A Ordinary Shares [Member] \| Subscription Agreement [Member]
Class of Stock [Line Items]
Common stock, shares issued							270,820
Purchase price	$ 2.21
Number of shares issued	1,940,958
Stock reserved							320,820
Class A Ordinary Shares [Member] \| Subscription Agreement [Member] \| AARK [Member]
Class of Stock [Line Items]
Share exchanged	2,246
Class V Ordinary Shares [Member] \| Vendors [Member]
Class of Stock [Line Items]
Number of shares issued				48,618

Net loss per Share (Details) - USD ($)
$ / shares in Units, $ in Thousands

3 Months Ended

6 Months Ended

Sep. 30, 2024

Earnings Per Share [Abstract]

$ (2,190)

$ (17,011)

Weighted average shares outstanding of Class A ordinary shares, basic

^[1]

44,356,074

41,121,826

Weighted average shares outstanding of Class A ordinary shares, diluted

^[1]

44,356,074

41,121,826

Earnings Per Share, Basic

^[1]

$ (0.05)

$ (0.42)

Earnings Per Share, Diluted

^[1]

$ (0.05)

$ (0.42)

[1]	Net loss per Class A ordinary share and weighted average Class A ordinary shares outstanding are not presented for the periods prior to the Business Combination, as defined in Note 1. For more information refer to Note 15.

The amount of net income (loss) for the period per each share of common stock or unit outstanding during the reporting period.

The amount of net income (loss) for the period available to each share of common stock or common unit outstanding during the reporting period and to each share or unit that would have been outstanding assuming the issuance of common shares or units for all dilutive potential common shares or units outstanding during the reporting period.

Commitments and contingencies (Note 10)

Amount, after deduction of tax, noncontrolling interests, dividends on preferred stock and participating securities, and addition from assumption of issuance of common shares for dilutive potential common shares; of income (loss) available to common shareholders.

+ References + Details

Subsequent Events

6 Months Ended

Sep. 30, 2024

Subsequent Events [Abstract]

Subsequent Events

Note 16 - Subsequent Events

Compliance notice from Nasdaq Stock Market LLC

In August and September 2024, the Company received notices from the staff of the Listing Qualifications Department (the “Staff”) of the Nasdaq Stock Market LLC notifying the Company that the Company did not comply with Nasdaq Listing Rule 5250(c)(1), because the Company had not filed its Form 10-K for the fiscal year ended March 31, 2024 (the “Form 10-K”) and Form 10-Q for the period ended June 30, 2024 (the “Form 10-Q”), respectively. The Company filed the Form 10-K on September 27, 2024, and the Form 10-Q on October 15, 2024.

The Company subsequently received a written notice dated October 24, 2024 from the of Staff confirming that it has regained compliance with Nasdaq Listing Rule 5250(c)(1) regarding periodic reporting.

Shares agreed to be issued to FPA holder

On November 6, 2024, the Company agreed to settle the FPA liability with one of the FPA holders, Meteora Capital Partners LP, which holds 250,000 shares under its FPA. The Company has agreed to settle the maturity consideration of $625 through issuance of an additional 57,811 shares. The total number of shares was determined by dividing the maturity consideration by the prior 30-Day VWAP of the Class A ordinary shares as traded.

Commitments and Contingencies

6 Months Ended

Sep. 30, 2024

Commitments and Contingencies

Note 10 - Commitments and Contingencies

Corporate Guarantees

The Company had an outstanding guarantee of INR 200,000 (approximately $2,387 at the exchange rate in effect on September 30, 2024) as of March 31, 2023, which pertained to a fund-based and non-fund based revolving credit facility availed by an affiliate, Bhanix Finance and Investment Ltd (“the borrower”), from Kotak Mahindra Bank. The corporate guarantee required the Company to make payment in the event the borrower fails to perform any of its obligations under the credit facilities. The guarantee was withdrawn with effect from June 1, 2023, and the bank communicated the withdrawal on August 23, 2023. Subsequent to the withdrawal, the amount for expected credit loss recognized were reversed in entirety. Pursuant to the arrangement, beginning April 1, 2021, the Company charged a fee of 0.5% of the guarantee outstanding. In the six months ended September 30, 2024 and 2023, the Company recorded a guarantee fee income of Nil 0 and $2 within “Other income, net” in the condensed consolidated statements of operations

Indemnification obligations

In the normal course of business, the Company is a party to a variety of agreements under which it may be obligated to indemnify the other party for certain matters. These obligations typically arise in contracts where the Company customarily agrees to hold the other party harmless against losses arising from a breach of representations or covenants for certain matters, infringement of third-party intellectual property rights, data privacy violations, and certain tortious conduct in the course of providing services. The duration of these indemnifications varies, and in certain cases, is indefinite.

The Company is unable to reasonably estimate the maximum potential amount of future payments under these or similar agreements due to the unique facts and circumstances of each agreement and the fact that certain indemnifications provide for no limitation to the maximum potential future payments under the indemnification. Management is not aware of any such matters that would have a material effect on the condensed consolidated financial statements of the Company.

Legal Proceedings

From time to time, the Company may be involved in proceedings and litigation, claims and other legal matters arising in the ordinary course of business. Some of these claims, lawsuits, and other proceedings may involve highly complex issues that are subject to substantial uncertainties, and could result in damages, fines, penalties, nonmonetary sanctions, or relief. Management is not currently aware of any material pending legal proceedings, except for ordinary routine litigation incidental to the business, in which we or any of our subsidiaries are involved, or where our property is subject to such proceedings.

Exchange Agreements

Upon consummation of the Business Combination, the holders of AARK ordinary shares and ATGBA ordinary shares each entered into the Exchange Agreements. Pursuant to the Exchange Agreements, from and after the date of the Exchange Agreements and prior to April 1, 2024 and subject to certain exercise conditions, each holder of AARK ordinary shares and ATGBA ordinary shares may exchange up to 20% of the number of AARK ordinary shares and ATGBA ordinary shares, as applicable, held by such holder for Class A ordinary shares of the Company or cash, in each case as provided in the Exchange Agreements. From and after April 1, 2024 and subject to certain exercise conditions, the Company shall have the right to acquire all of the AARK or ATGBA ordinary Share for Class A ordinary shares or cash. In addition, after April 1, 2024 and subject to certain exercise condition, each shareholder of ATGBA and AARK ordinary shares shall have the right to require the Company to provide Class A ordinary shares or cash in exchange for up to all of the AARK or ATGBA ordinary share. Each share of AARK may be exchanged for 2,246 Class A ordinary shares the Company and each ATGBA ordinary share may be exchanged for 14.40 Class A ordinary shares of the Company, in each case subject to certain adjustments. The cash exchange payment may only be elected in the event approval from the Reserve Bank of India is not obtained for exchange of shares and provided that the Company 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 the Company.

Class A ordinary shares issuance to certain vendors

As set out in the section on Derivative Financial Instruments and FPA Put Option Liability under Note 2, in December 2023, ATI settled the amounts owed to certain vendors by issuance of Class A ordinary shares. If the VWAP of the Class A ordinary shares over the three trading days immediately preceding the agreement date is higher than the VWAP over the three trading days immediately preceding the six-month anniversary from the agreement date, ATI would need to issue additional Class A ordinary shares for the difference.

This represents a derivative financial instrument, fair value of which as at September 30, 2024 has been assessed to be insignificant. Refer Note 14 for details on Fair Value Measurements.

Short-term borrowings (Tables)

6 Months Ended

Sep. 30, 2024

Short-term Borrowings

Schedule of short-term borrowings

Schedule of short-term borrowings
	September 30, 2024		March 31, 2024
Short-term borrowings	$	4,459	$	6,765
Current portion of vehicle loan		23		13
	$	4,482	$	6,778

CONDENSED CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME / (LOSS) - USD ($) $ in Thousands	3 Months Ended		6 Months Ended
	Sep. 30, 2024	Sep. 30, 2023	Sep. 30, 2024	Sep. 30, 2023
Income Statement [Abstract]
Net income / (loss)	$ (2,306)	$ 927	$ (17,623)	$ 1,421
Other comprehensive income / (loss), net of tax
Foreign currency translation adjustments	(129)	(186)	(191)	(153)
Unrecognized actuarial gain / (loss) on employee benefit plan obligations	(64)	(6)	(85)	(53)
Total other comprehensive income / (loss), net of tax	(193)	(192)	(276)	(206)
Comprehensive income / (loss), net of tax	(2,499)	735	(17,899)	1,215
Less: Comprehensive income / (loss) attributable to noncontrolling interests	(100)	80	(613)	151
Less: Comprehensive income / (loss) attributable to redeemable noncontrolling interests	(50)		(49)
Total comprehensive income / (loss) attributable to shareholders’ of Aeries Technology, Inc.	$ (2,349)	$ 655	$ (17,237)	$ 1,064

Nature of Operations

6 Months Ended

Sep. 30, 2024

Organization, Consolidation and Presentation of Financial Statements [Abstract]

Nature of Operations

Note 1 - Nature of Operations

Unless the context otherwise requires, Aeries Technology, Inc. (formerly Worldwide Webb Acquisition Corp. (“WWAC”), formed in the Cayman Islands on March 5, 2021) and its subsidiaries, excluding the fintech and investing business activities, is herein referred to as the “Company”, “ATI”, the “registrant”, “us,” “we” and “our” in these consolidated financial statements. Aark Singapore Pte. Ltd., a Singapore private company limited by shares (“AARK”) and its subsidiaries, excluding the fintech and investing business activities, is herein referred to as the “Carve-out Entity”. The Company is a global provider of professional and management services and technology consulting, specializing in the establishment and management of dedicated delivery centers known as “Global Capability Centers” (“GCCs”) for portfolio companies of private equity firms and mid-market enterprises. Our engagement models are designed to provide a mix of deep vertical specialty, functional expertise, and digital systems and solutions to scale, optimize and transform a client’s business operations. The Company has subsidiaries in India, Mexico, Singapore, UAE and the United States.

Business Combination

On March 11, 2023, WWAC entered into a Business Combination Agreement (as amended, the “Merger Agreement”) with 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 Merger 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 became an indirect subsidiary of WWAC (the “Amalgamation” and, together with the other transactions contemplated by the Merger Agreement, the “Business Combination”). Following the closing of the Business Combination, WWAC changed its corporate name to Aeries Technology, Inc.

Pursuant to the Merger Agreement, all AARK ordinary shares that were issued and outstanding prior to the effective time of the Amalgamation remained issued and outstanding following the Amalgamation and continued to be held by the former sole shareholder of AARK. The Company issued a Class V ordinary share to NewGen Advisors and Consultants DWC-LLC (“NewGen”). NewGen is a business associate of Mr. Raman Kumar (the “Former AARK Sole Shareholder”). NewGen has agreed to hold the Class V ordinary share to protect the interest of the Former AARK Sole Shareholder, in the event of certain extraordinary events as described in ATI’s amended and restated memorandum and articles of association, including a hostile takeover or the appointment or removal of directors at ATI level. While the Class V ordinary share does not carry any direct economic rights, it does carry voting rights equal to 1.3% which will ratchet up to 51% voting rights upon occurrence of the extraordinary events described above at the ATI level. All of the shares of Amalgamation Sub that were issued and outstanding as of the transaction date were converted into a number of newly issued AARK ordinary shares. 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 transaction as well as the underlying rights, it was assessed that AARK is the accounting acquirer and WWAC is the accounting acquiree. The Business Combination closed on November 6, 2023 (“Closing Date”) and resulted in ATI owning 38.24% of the issued and outstanding shares of AARK and the Former AARK Sole Shareholder of AARK owning the balance 61.76%. Pursuant to the Business Combination, ATI 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 ATI. Finally, the Business Combination has been accounted for as reverse recapitalization. Refer to the section “Reverse Recapitalization” below for details.

Reverse Recapitalization

As mentioned above – Business Combination, the Business Combination was closed on November 6, 2023 and has been accounted for as a reverse recapitalization because AARK has been determined to be the accounting acquirer under ASC 805 based on the evaluation of the following facts and circumstances taken into consideration:

●

The Former AARK Sole Shareholder, who controlled AARK prior to the Business Combination, will retain a majority of the outstanding shares of ATI after giving effect to the Exchange Agreements. The Exchange Agreements are further discussed in Note 10;

●

AARK has the ability to elect a majority of the members of ATI’s governing body;

●

AARK’s executive team makes up the executive team of ATI;

●

AARK represents an operating entity (group) with operating assets, revenues, and earnings significantly larger than WWAC.

Under a reverse recapitalization, while ATI was the legal acquirer, it has been treated as the “acquired” company for financial reporting purposes. Accordingly, for accounting purposes, the Business Combination was treated as the equivalent of pre-combination AARK issuing stock for the net assets of ATI, accompanied by a recapitalization. The net assets of ATI have been stated at historical cost, with no goodwill or other intangible assets recorded. Operations prior to the Business Combination are those of pre-combination AARK and relate to the management consulting business.

Immediately following the Business Combination, there were 15,257,666 Class A ordinary shares outstanding with a par value of $0.0001. Additionally, there were 9,527,810 Private Placement Warrants (defined below) and 11,499,991 Public Warrants (defined below) outstanding with a right to purchase 21,027,801 Class A ordinary shares.

Upon closing of the Business Combination, the total number of ATI’s Class A ordinary shares issued and outstanding was 15,257,666. Further, certain Class A ordinary shareholders entered into non-redemption agreements executed on November 3, 2023 and November 5, 2023, to reverse redemptions for an aggregate of 1,652,892 Class A ordinary shares while waiving their right to receive any “Bonus Shares” issued under the Merger Agreement. In connection with the closing, holders of 2,697,052 Class A ordinary shares of ATI were redeemed at a price per share of approximately $10.69. AARK incurred approximately $3,697 in transaction costs relating to the Business Combination and recorded those costs against additional paid-in capital in the condensed consolidated balance sheet.

The number of Class A ordinary shares issued and outstanding immediately following the consummation of the Business Combination were:


Public Shareholders (Redeemable Class A ordinary shares), including Bonus Shares⁽¹⁾			3,157,469
Shares held by Worldwide Webb Acquisition Sponsor, LLC (the “Sponsor”) and other initial holders⁽²⁾⁽³⁾			2,750,000
Shares held by Innovo Consultancy DMCC⁽⁴⁾			5,638,530
Shares held by FPA (as defined below) Holders⁽⁵⁾			3,711,667
Total⁽⁶⁾			15,257,666

(1)

(2)

(3)	Does not include (i) 1,500,000 Class B ordinary shares forfeited upon the consummation of the Business Combination, or (ii) 1,500,000 Class B ordinary shares forfeited pursuant to a Support Agreement with the Sponsor.
(4)	Includes (i) 3,000,000 Class A ordinary shares reissued against 3,000,000 Class B ordinary shares forfeited by the Sponsor upon consummation of the Business Combination as per (2) above, and (ii) 2,638,530 remaining Bonus Shares issued to Innovo.
(5)	Represents a new issuance of Class A ordinary shares to the Forward Purchase Agreement holders in accordance with the Forward Purchase Agreement.
(6)	Does not include 10,000 AARK ordinary shares and 655,788 Aeries Technology Group Business Accelerators Private Limited’s ordinary shares that represent noncontrolling interest in AARK. These shares will be exchangeable (together with the proportionate reduction in the voting power of the Class V ordinary share, and in the case of the exchange of all AARK ordinary shares, the forfeiture and cancellation of the Class V ordinary share) into shares in Aeries Technology, Inc. in connection with the Exchange Agreements, which is further discussed in Note 10.

As a result of the Business Combination, the Company’s Class A ordinary shares trade under the ticker symbol “AERT” and its public warrants (the “Public Warrants”) trade under the ticker symbol “AERTW” on the Nasdaq Stock Market. Prior to the consummation of the Business Combination, the Company’s Class A ordinary shares were traded on the Nasdaq Stock Market under the symbol “WWAC.”

Related Party Transactions

6 Months Ended

Sep. 30, 2024

Related Party Transactions

Note 8 - Related Party Transactions

Schedule of related party transactions
Name of the related party		Relationship
Aark II Pte Limited		Affiliate entity
Aarx Singapore Pte Ltd		Affiliate entity
Aeries Technology Products And Strategies Private Limited (“ATPSPL”)		Affiliate entity
Aeries Financial Technologies Private Limited		Affiliate entity
Bhanix Finance And Investment Limited		Affiliate entity
Ralak Consulting LLP		Affiliate entity
TSLC Pte Limited		Affiliate entity
Venu Raman Kumar		Chairman of ATI’s Board and controlling shareholder
Vaibhav Rao		Members of immediate families of Venu Raman Kumar
Sudhir Appukuttan Panikassery		Key managerial personnel

Summary of significant transactions and balances due to and from related parties are as follows:


	Three Months Ended September 30,				Six Months Ended September 30
	2024		2023		2024		2023
Cost sharing arrangements
Aeries Financial Technologies Private Limited (b)		42		52		89		101
Bhanix Finance And Investment Limited (b)		34		25		60		60
Corporate guarantee commission
Bhanix Finance And Investment Limited		-		-		-		2
Corporate guarantee expense
Aeries Technology Products And Strategies Private Limited (j)		-		-		-		2
Interest expense
Aeries Technology Products And Strategies Private Limited (d)		23		9		43		14
Mr. Vaibhav Rao (g)		21		21		42		42
Interest income
Aeries Financial Technologies Private Limited (f), (h)		4		41		8		80
Aeries Technology Products And Strategies Private Limited (e), (h)		25		28		47		53
Legal and professional fees paid
Ralak Consulting LLP (c)		77		134		154		213
Management consultancy service
Aark II Pte Limited (a)		757		832		1,503		1,702
TSLC Pte Limited (a)		-		88		-		88
Office management and support services expense
Aeries Technology Products And Strategies Private Limited (i)		15		26		29		75

	September 30,		March 31,
	2024		2024
Accounts payable
Aeries Technology Products And Strategies Private Limited (i)	$	30	$	9
Accounts receivable
Aark II Pte Limited (a)		501		629
Aeries Financial Technologies Private Limited (b)		10		11
Bhanix Finance And Investment Limited (b)		52		17
TSLC Pte Limited (a)		128		128
Interest payable (classified under other current liabilities)
Aeries Technology Products And Strategies Private Limited (d)		28		-
Interest receivable (classified under prepaid expenses and other current assets)
Aeries Technology Products And Strategies Private Limited (e)		30		-
Investment in 0.001% Series-A Redeemable preference share
Aeries Financial Technologies Private Limited (h)		1,018		939
Investment in 10% Cumulative redeemable preference shares
Aeries Technology Products And Strategies Private Limited (h)		817		792
Loan from Members of immediate families of Venu Raman Kumar
Mr. Vaibhav Rao (g)		829		834
Loans from affiliates
Aeries Technology Products and Strategies Private Limited (d)		495		498
Loans to affiliates (classified under other assets)
Aeries Financial Technologies Private Limited (f)		104		105
Aeries Technology Products And Strategies Private Limited (e)		567		558

(a)	The Company provided management consulting services to Aark II Pte Ltd under an agreement dated June 21, 2021 and its amendments thereof and to TSLC Pte Ltd under an agreement dated July 12, 2021.
(b)	The Company was in a cost sharing arrangement with Aeries Financial Technologies Private Ltd and Bhanix Finance and Investment Ltd under separate agreements dated April 1, 2020. The cost sharing arrangement included costs in the areas of office management, IT and operations. The agreements are for a 36-month term with auto renewals after the original term.
(c)	The Company availed consulting services including implementation services in business restructuring, risk management, feasibility studies, mergers & acquisitions etc. from Ralak Consulting LLP via agreement dated April 1, 2022.
(d)	The Company incurred interest expense in relation to loans taken from ATPSPL, which were borrowed to meet working capital requirements. The loans were for a 3-year term and were issued at an interest rate of 12% per annum.
(e)	The Company received interest income in relation to loans given to affiliates to support their working capital requirements. The loans were for a 3-year term and issued at an interest rate of 12% per annum.
(f)	The Company received interest income in relation to loans given to affiliates to support their working capital requirements. The loans were for a 3-year term and issued at an interest rate of 15-17% per annum.
(g)	The Company obtained a loan at 10% interest rate from Vaibhav Rao for business purposes. The agreement shall remain valid until the principal amount along with interest is fully repaid. The principal amount of the loan was outstanding in entirety as of September 30, 2024.
(h)	This amount represents investments in affiliates. The Company earned interest income on its investments in affiliates.
(i)	The Company availed management consulting services from ATPSPL under agreements dated March 20, 2020 and April 1, 2021.
(j)	ATPSPL gave corporate guarantee of INR 240,000 (or approximately $2,864 at the exchange rate in effect on September 30, 2024) on behalf of the Company towards the revolving credit facility availed. ATPSPL charges a corporate guarantee commission of 0.5% on the total corporate guarantee given. The guarantee was withdrawn during the year ended March 31, 2024.

The Company has also executed two Exchange Agreements: (1) with AARK and Mr. Raman Kumar in his capacity as a shareholder of AARK; and (2) with ATGBA and Mr. Sudhir Appukuttan Panikassery, Mr. Ajay Khare, and Mr. Unnikrishnan Balakrishnan Nambiar, key managerial personnel of ATGBA in their capacity as shareholders of ATGBA (together referred to as “counterparties”). Under the Exchange Agreements, the counterparties would have a right to exchange the shares held by them in AARK or ATGBA into shares of ATI or cash subject to the conditions specified in the Exchange Agreement. Refer Note 10 for details. Additionally, pursuant to the Business Combination, 5,638,530 Class A ordinary shares have been issued to Innovo Consultancy DMCC, which is wholly owned by Mr. Kumar.

The entire disclosure for related party transactions. Examples of related party transactions include transactions between (a) a parent company and its subsidiary; (b) subsidiaries of a common parent; (c) and entity and its principal owners; and (d) affiliates.

Reference 1: http://www.xbrl.org/2003/role/disclosureRef
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