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Aeries Technology, Inc. reported third quarter fiscal 2026 results for the period ended December 31, 2025 and raised its profit outlook. Revenue for the quarter was $17.46 million, slightly below $17.61 million a year earlier, while net income attributable to shareholders was $1.08 million, or $0.02 per share.
Adjusted EBITDA for the quarter improved to $2.46 million, with a 14.1% adjusted EBITDA margin, compared with negative $2.04 million and an (11.6%) margin a year ago. For the first nine months, operating cash flow was $4.76 million, marking a third consecutive quarter of positive operating cash generation.
Based on year-to-date performance, Aeries increased its full-year fiscal 2026 adjusted EBITDA guidance to $7–8 million, versus prior guidance of $6–8 million, and issued a fiscal 2027 outlook for revenue of $80–84 million and adjusted EBITDA of $10–12 million, citing margin expansion, operating leverage, and momentum in Global Capability Center engagements.
Aeries Technology, Inc. filed its quarterly report for the period ended December 31, 2025. Revenue was broadly flat, at $17.46M for the quarter and $50.15M for the nine months, compared with $17.61M and $51.15M a year earlier.
The company swung to nine‑month net income of $3.56M versus a prior‑year loss of $15.58M, helped by lower operating expenses and favorable fair‑value movements on financial instruments. Operating cash flow improved to $4.76M from a $1.87M outflow, though cash on hand remained modest at $2.57M.
Despite improved profitability, Aeries reported a shareholders’ deficit of $1.19M and disclosed conditions that raise substantial doubt about its ability to continue as a going concern, mainly tied to potential cash settlement of forward purchase agreement liabilities. Management is pursuing financing, liability restructuring, cost reductions and has put in place an at‑the‑market share sales program, but notes there is no guarantee these measures will succeed.
Aeries Technology, Inc. is asking shareholders to vote at its March 3, 2026 annual general meeting, held in Cary, North Carolina and via webcast. As of the January 28, 2026 record date, there were 50,209,716 Class A ordinary shares and one Class V ordinary share outstanding, each ordinary share carrying one vote, with the Class V share holding 51% of the combined voting power for director appointments.
Shareholders are being asked to appoint four directors (three independent directors and CEO Bhisham (Ajay) Khare), ratify Manohar Chowdhry & Associates as independent auditor for the year ending March 31, 2026, and authorize the Board to implement a consolidation of Class A ordinary shares at a ratio of up to 1-for-10 at its discretion before the next annual meeting. Related special resolutions would amend the memorandum and articles to reflect any consolidation and separately modify Section 26.1 of the Articles. The Board unanimously recommends voting in favor of all proposals.
Aeries Technology, Inc. registers up to 10,566,347 Class A ordinary shares issuable upon exchange rights, 21,027,801 Class A ordinary shares issuable upon warrant exercise, 53,805,874 Class A ordinary shares, and 9,527,810 Private Placement Warrants for resale by selling securityholders. This prospectus supplement incorporates a recent current report describing an amendment to a forward purchase-related letter agreement with Sandia Investment Management.
The amendment confirms an outstanding amount of $1,812,063.23, sets a 15% annual interest rate with monthly payments, introduces amortization beginning with a $100,000 payment on March 31, 2026 followed by $75,000 monthly, and applies proceeds from share sell-downs toward reducing the outstanding balance. Shares are returned or cancelled over time as cash payments are made, and the designated period for these arrangements is extended until the outstanding amount is fully paid.
Aeries Technology entered into Amendment No. 2 to a prior letter agreement with Sandia Investment Management related to an existing OTC equity prepaid forward transaction. The amendment confirms an outstanding amount of $1,812,063.23 owed to Sandia and sets new repayment and interest terms.
The outstanding amount will accrue interest at 15% per year, calculated monthly, with monthly interest payments beginning in January 2026. Principal amortization starts with a $100,000 payment on March 31, 2026, followed by monthly payments of $75,000, alongside a corresponding return of Class A ordinary shares valued at $1.00 per share.
Proceeds from Sandia’s sales of Class A ordinary shares, up to $1.05 per share, will reduce the outstanding amount. The amendment also extends the designated period during which such share sales and related mechanics apply until the outstanding amount is fully repaid, unless ended earlier under the agreement.
Aeries Technology, Inc. is asking shareholders to vote at its annual general meeting on March 3, 2026, held in Cary, North Carolina and via live audio webcast. Holders of ordinary shares as of 5:00 p.m. Eastern Time on January 28, 2026 may vote in person, online, or by proxy.
Shareholders are being asked to appoint four directors – Alok Kochhar, Biswajit Dasgupta, Nina B. Shapiro and Chief Executive Officer Bhisham (Ajay) Khare – to serve under the company’s memorandum and articles of association. They will also vote on ratifying Manohar Chowdhry & Associates as independent registered public accounting firm for the fiscal year ending March 31, 2026.
A key proposal would authorize the board to implement a consolidation of Class A ordinary shares at a ratio of up to one-for-ten, with the exact ratio and timing at the board’s discretion before the next annual meeting. Related special resolutions would amend the memorandum and articles to reflect the consolidation and modify Section 26.1 of the Articles. The board unanimously recommends voting in favor of all proposals, and a Class V ordinary share carries 51.0% of the aggregate voting power for director appointments.
Aeries Technology, Inc. filed a prospectus supplement that updates an existing resale registration and links it to a new current report. The supplement covers up to 10,566,347 Class A ordinary shares issuable upon exchange of shares of Aark Singapore Pte. Ltd. or Aeries Technology Group Business Accelerators Private Limited, up to 21,027,801 Class A ordinary shares issuable upon exercise of 11,499,991 public warrants and 9,527,810 private placement warrants, plus the resale from time to time of up to 53,805,874 Class A ordinary shares and 9,527,810 private placement warrants by selling securityholders.
The attached current report describes Amendment No. 1 to a letter agreement with Sandia Investment Management LP tied to a prepaid forward share transaction. That amendment extends the period during which Sandia may sell Aeries Class A ordinary shares at a price not lower than $1.05 per share from December 31, 2025 to January 9, 2026, with all other terms of the letter agreement unchanged. Aeries’ Class A ordinary shares and warrants trade on Nasdaq under the symbols “AERT” and “AERTW.”
Aeries Technology, Inc. entered into an amendment to its existing Letter Agreement with Sandia Investment Management LP tied to a prepaid forward share transaction. The original Letter Agreement allowed Sandia to sell Aeries Class A ordinary shares it received under the Forward Purchase Agreement at a price of at least $1.05 per share during a defined period to offset Aeries’ payment obligations under that forward. The new amendment, signed on December 31, 2025, extends this designated sales period from its prior end date to January 9, 2026, while keeping all other terms and provisions unchanged and in full force and effect.
Aeries Technology, Inc. (AERT) reported an insider share sale by its Chief Financial Officer and Chief Information Officer. On 11/24/2025, the executive sold 50,000 Class A Ordinary Shares in an open-market transaction.
The shares were sold at a weighted average price of $0.601, with individual trades executed between $0.595 and $0.605 per share. After this transaction, the executive beneficially owns 962,966 Class A Ordinary Shares, all held directly.
The sale was carried out under a pre-arranged Rule 10b5-1 trading plan that the reporting person adopted on March 14, 2025, which is designed to allow insiders to sell shares according to a preset schedule.