Financial Analysis

Note 16 - Commitments and Contingencies 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 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 sa …

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Note 11 - Employee Compensation and Benefits The Company has employee benefit plans in the form of certain statutory and other programs covering its employees. Defined Benefit Plan - Gratuity The Company has subsidiaries in India and Mexico with employees covered by defined benefit plans. We have defined benefit plans comprised of gratuity under Payments of Gratuity Act, 1972 covering eligible employees in India & Federal Labor Law in Mexico. The present value of the defined benefit obligations and other long-term employee benefits is determined based on actuarial valuation using the projected unit credit method. The rate used to discount defined benefit obligation is determined by reference to market yields at the balance sheet date of government bonds for respective regions for the estimated term of obligations. Actuarial gains or losses arising on account of experience adjustment and the effect of changes in actuarial assumptions are initially recognized in the consolidated statements of comprehensive income, and the unrecognized actuarial loss is amortized to the consolidated statements of operations over the average remaining service period of the active employees expected to receive benefits under the plan. On November 21, 2025, the Government of India notified provisions of the Labour Codes - the Code on Wages, 2019, the Industrial Relations Code, 2020, the Code on Social Security, 2020, and the Occupational Safety, Health and Working Conditions Code, 2020 - consol …

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Schedule of disaggregation of revenue Year Ended March 31, 2026 2025 North America $ 62,873 $ 65,486 Asia Pacific and Other 7,141 4,712 Total revenue $ 70,014 $ 70,198

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Note 20 - Fair Value Measurements As of March 31, 2026, 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 Companys liabilities that are measured at fair value on a recurring basis as of March 31, 2026 and March 31, 2025, 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: Summary of liabilities measured at fair value on a recurring basis March 31, 2026 Level 1 Level 2 Level 3 Total Liabilities: Forward Purchase Agreement put option liability $ - $ - $ 4,287 $ 4,287 Public Warrants 230 - - 230 Private Placement Warrants - - 191 191 Total liabilities $ 230 $ - $ 4,478 $ 4,708 March 31, 2025 Level 1 Level 2 Level 3 Total Liabilities: Forward Purchase Agreement put option liability $ - $ - $ 5,034 $ 5,034 Public Warrants 344 - - 344 Private Placement Warrants - - 285 285 Total liabilities $ 344 $ - $ 5,319 $ 5,663 The change in the fair value of the forward purchase agreement put option liability of $ 51 has been recorded to change in fair value of forward purchase agreement put opti …

FairValueDisclosuresTextBlock · excerpt; the full note is in the filing

Note 12 - Income Taxes The Companys income tax expense majorly pertains to the Indian jurisdiction. Income / (Loss) before income taxes for the year ended March 31, 2026 and 2025, are as follows: Schedule of income taxes majorly pertains Year Ended March 31, 2026 2025 United States $ 142 $ 956 India 4,928 (8,175 ) Cayman Islands (2,738 ) 3,745 UAE 1,090 (1,064 ) Singapore (336 ) (18,701 ) Mexico 2,379 572 Total $ 5,465 $ (22,667 ) Provision for income taxes for the year ended March 31, 2026 and March 31, 2025, consisted of the following: Schedule of provision for income taxes Year Ended March 31, 2026 2025 Current tax provision $ 1,819 $ 1,037 Deferred tax expense / (benefit) 172 (2,109 ) Provision for Income Taxes $ 1,991 $ (1,072 ) Income tax expense / (benefit) for the years ended March 31, 2026 and, 2025 is allocated as follows: Schedule of income tax expense Year Ended March 31, 2026 2025 Income / (Loss) from operations $ 1,991 $ (1,072 ) Other comprehensive loss Unrecognized actuarial (loss) / gain on defined employee benefit plan obligations (110 ) (35 ) Total $ 1,881 $ (1,107 ) A reconciliation of the provision for income taxes, with the amount computed by applying the income tax rate for the Company to income before provision for income taxes for year ended March 31, 2026 and March 31, 2025, is as follows: Schedule of income tax rate Year Ended March 31, 2026 Amount Percentage Income tax expense at tax rates applicable to the Company - 0 % Increase (decrease) in inco …

IncomeTaxDisclosureTextBlock · excerpt; the full note is in the filing

Note 8 - Long-term debt Long-term debt consists of the following: Schedule of long-term debt As of March 31, 2026 2025 Loan from the director of ATGBA $ 734 $ 812 Loan from an affiliate - 111 Non-current portion of vehicle loan 64 173 $ 798 $ 1,096 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 13 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 $ 121 at the exchange rate in effect on March 31, 2026) at 10.75% from Mercedes-Benz Financial Services India Pvt. Ltd. The Company is required to repay the loan in 48 monthly instalments beginning January 4, 2023. On August 2, 2024, the Company entered into a vehicle loan, secured by the vehicle, for INR 8,165 (or approximately $ 86 at the exchange rate in effect on March 31, 2026) at 10.25% from Mercedes-Benz Financial Services India Pvt. Ltd. The Company is required to repay the loan in 48 monthly instalments beginning September 4, 2024. As of March 31, 2026, the future maturities of debt by fiscal year are as follows: Schedule of future maturities of debt 2027 $ 826 2028 11 2029 53 2030 - Total future maturities of debt $ 890 …

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Note 13 - Related Party Transactions Schedule of related party transactions Name of the related party Relationship Aark II Pte Limited 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 Sqrrl Fintech Private Limited (Sqrrl) Affiliate entity TSLC Pte Limited Affiliate entity Venu Raman Kumar Chairman of ATIs Board and controlling shareholder Vaibhav Rao Members of immediate families of Venu Raman Kumar Sudhir Appukuttan Panikassery Key managerial personnel (till February 9, 2025) Vice chairman of ATIs Board (February 10, 2025 through September 18, 2025) Bhisham (Ajay) Khare Key managerial personnel Summary of significant transactions and balances due to and from related parties are as follows: Schedule of significant transactions and balances due to and from related parties Year Ended March 31, 2026 2025 Cost sharing arrangements Aeries Financial Technologies Private Limited (b) - 177 Bhanix Finance And Investment Limited (b) 103 120 Interest expense Aeries Technology Products And Strategies Private Limited (d) 5 72 Mr. Vaibhav Rao (g) 94 83 Sqrrl Fintech Private Limited (k) - 8 Interest income Aeries Financial Technologies Private Limited (f), (h) 210 188 Aeries Technology Products And Strategies Private Limited (e), (h) 64 125 Legal and professional fees paid Ralak Consult …

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Note 10 - 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 Companys 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 Year Ended March 31, 2026 2025 North America $ 62,873 $ 65,486 Asia Pacific and Other 7,141 4,712 Total revenue $ 70,014 $ 70,198 Contract balances Contract assets comprise amounts where the Companys right to bill is contingent on something other than the passage of time. As of March 31, 2026 and March 31, 2025, the Companys contract assets were $ 166 and $ 163 , respectively, and were recorded within Prepaid expenses and other current assets, net of allowance for credit losses, on the consolidated balance sheets. Contract liabilities, or deferred revenue, comprise amounts collected from the Companys 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 year ended March 31, 2026 and 2025 that was included in deferred revenue at the beginning of each p …

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Note 2 - Summary of Significant Accounting Policies Basis of Preparation The Companys accompanying consolidated financial statements have been prepared in accordance with accounting principles generally accepted in the United States of America (US GAAP) and pursuant to the rules and regulations of the Securities and Exchange Commission (SEC). Certain information and footnote disclosures normally included in consolidated financial statements prepared in accordance with US GAAP have been omitted in accordance with the rules and regulations of the SEC. The results for the year ended March 31, 2026 and 2025 are not necessarily indicative of the results to be expected for any future periods. There have been no changes in accounting policies during the year ended March 31, 2026, from those disclosed in the annual consolidated financial statements and related notes for the year ended March 31, 2025, 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 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 bein …

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Note 18 - Redeemable Noncontrolling Interest and Shareholders Equity / (Deficit) The consolidated statements of changes in Redeemable Noncontrolling Interest and Shareholders 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. 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 Companys board of directors. As of March 31, 2026, 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 March 31, 2026, there were 48,497,154 Class A ordinary shares issued and outstanding, including 1,812,063 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. Treasury Stock As of March 31, 2026, the Company has 2,997,954 shares of Common Stock held as treasury stock at cost as reduction of shareholders equity. Share Repurchase Program A share repurchase …

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Note 22 - Subsequent Events 1. Nasdaq hearing On March 31, 2026, the Company received formal notice from the Listing Qualifications Staff (the Staff) of The Nasdaq Stock Market LLC (Nasdaq) indicating that the Companys non-compliance with the Bid Price Rule would result in the delisting of the Companys securities from Nasdaq unless the Company timely requests a hearing before the Nasdaq Hearings Panel (the Panel). The Company did file a timely request for a hearing before the Panel, which request stayed any further action by Nasdaq pending the issuance of a decision by the Panel and the expiration of any extension the Panel may grant to the Company following the hearing. The Company had its hearing before the Panel on May 7, 2026 and is currently awaiting a decision from the Panel. 2. Share repurchase and subsequent cancellation Subsequent to March 31, 2026, pursuant to the Companys share repurchase program and in connection with the adoption of a Rule 10b5-1 issuer share repurchase trading plan, the Company repurchased 2,582,365 Class A ordinary shares, increasing the total number of shares repurchased to 4,294,927 treasury shares held at cost. Of the total shares repurchased, 2,898,643 Class A ordinary shares were subsequently cancelled. The remaining shares are held as treasury shares at cost. 3. Customer buyout The Company received a notice, dated April 24, 2026, of non-renewal and buyout from one of its significant customers effective June 30, 2026. This notice also serv …

SubsequentEventsTextBlock · excerpt; the full note is in the filing