Aeries Technology, Inc (AERT) Earnings Call Transcript & Summary

Good morning. I'm Venu Raman Kumar, Chairman of the Board of Aeries Technology, Inc. It is my pleasure to welcome you to the Annual General Meeting of the Shareholders of the company. This Annual General Meeting of Shareholders is held for the purposes described in the proxy statement prepared by the company for this meeting and provided to our shareholders. In addition to myself, the following members from the current Board are in attendance. Ajay Khare, he's a Director. And the following officers and members of the management team of the company are in attendance today: Ajay Khare, CEO; Daniel Webb, CFO. Our general -- Annual General Meeting consists of 2 parts. The first part is the formal part of the meeting, where we will be voting upon the matters described in the proxy statement. The second part of the meeting, we will answer questions you may have. The formal business of the meeting will begin with that proper notice of the meeting has been given and that a quorum is present. Daniel Webb, CFO and Secretary of this Annual General Meeting, will now report to you regarding the notice.

Mr. Chairman, the proxy materials for this meeting were made available via the Internet and notice of Internet availability of proxy materials was mailed on or about February 14, 2025, to each shareholder of record as of the close of business on January 29, 2025, the record date for this meeting. This notice complied with the requirements of the amended and restated memorandum and Articles of Association of the company and the laws of the Cayman Islands. The Affidavit attesting to the mailing of the notice of the meeting will be filed with the records of the meeting.

Thank you. In advance of this meeting, I appointed [ Leicia Savinetti ] to serve as the Inspector of Election for this meeting. Leicia has executed her oath of office, which will be filed as part of the minutes of this meeting. Is there any person present who has not turned in his or her proxy and now wishes to do so? If so, please indicate that now using the meeting platform's chat or Q&A function, please do the needful. All proxies previously received have been totaled and any additional proxies received before the vote will be added to the total. Leicia, do you have a count on the number of shares represented in person or by proxy at this meeting?

Mr. Chairman, of the ordinary shares of the company outstanding on January 29, 2025, the record date for this meeting, there are at least 35,786,609 Class A ordinary shares and 1 Class B ordinary shares represented here in person or by proxy, which represents at least a majority of the shares entitled to vote at this meeting.

Thank you. Since the presence in person or by proxy of the holders of more than a majority of the shares entitled to vote are represented in this meeting and since proper notice of this meeting has been established, I declare this meeting properly constituted for the transaction of this business. We can now proceed with the next order of business, which is to approve by ordinary resolution the appointment of each of the 3 director nominees to serve for such term as provided in the company's memorandum and Articles of Association in effect and until their respective successors are duly appointed and qualified or until their earlier death, resignation or removal. You can find more information about the 3 nominees in the proxy statement. We refer to this proposal as the director appointment proposal. It is the recommendation of the Nominating and Corporate Governance Committee and the Board of Directors that all of the 3 director nominees be appointed. I will now entertain a motion at this time that the following resolutions be adopted by the shareholders. Resolved, as an ordinary resolution that the appointment of Alok Kochhar as a director to serve for such term as provided in the company's memorandum and Articles of Association then in effect and until his successor is duly appointed and qualified or until his earlier death, resignation or removal be and hereby is approved in all respects.

Mr. Chairman, I so move.

I second the motion.

Thank you. It has been moved and seconded that the director appointment proposal with respect to Alok Kochhar be approved. Resolved, as an ordinary resolution that the appointment of Biswajit Dasgupta as a director to serve for such term as provided in the company's memorandum and Articles of Association there in effect and until his successor is duly appointed and qualified or until his earlier death, resignation or removal be and hereby is approved in all respects.

Mr. Chairman, I so move.

I second the motion.

It has been moved and seconded that the director appointment proposal with respect to Biswajit Dasgupta be approved. Resolved, as an ordinary resolution that the appointment of Nina B. Shapiro as a director to serve for such term as provided in the company's memorandum and Articles of Association then in effect and until her successor is duly appointed and qualified or until her earlier death, resignation or removal be and hereby is approved in all respects.

Mr. Chairman, I so move.

I second the motion.

Thank you. It has been moved and seconded that the director appointment proposal with respect to Nina B. Shapiro be approved. The next item for consideration by our shareholders is to approve by ordinary resolution Sections 2 and 3 of the amendment #1 to the 2023 Equity Incentive Plan, a copy of which has been attached as Appendix A to the proxy statement. We refer to this proposal as the amendment to equity incentive plan proposal. It is a recommendation of the Compensation Committee and the Board of Directors that the amendment to equity incentive plan proposal be approved. I will now entertain a motion at this time that the following resolution be adopted by the shareholders. Resolved, as an ordinary resolution that Sections 2 and 3 of the amendment #1 to the 2023 Equity Incentive Plan, a copy of which has been attached as Appendix A to the proxy statement be and hereby is approved in all respects.

Mr. Chairman, I so move.

I second the motion.

It has been moved and seconded that the amendment to Equity Incentive Plan proposal be approved. The next item for consideration by our shareholders is to approve by special resolution the selection of Manohar Chowdhry & Associates as the company's independent registered public accounting firm for its fiscal years ended March 31, 2025, 2024 and 2023. We refer to this proposal as the auditor selection proposal. It is the recommendation of the Audit Committee and the Board of Directors and the auditor selection proposal be approved. I will now entertain a motion at this time that the following resolution be adopted by the shareholders. Resolved, as a special resolution that the selection of Manohar Chowdhry & Associates as the company's independent registered public accounting firm for its fiscal years ended March 31, '25, '24 and '23 be and hereby is confirmed, adopted, approved and ratified in all respects.

Mr. Chairman, I so move.

I second the motion.

It has been moved and seconded that the auditor selection proposal be approved. The next item for consideration by our shareholders is to approve a special resolution that the company's amended and restated memorandum and Articles of Association in effect be further amended and restated by the deletion in their entirety and the substitution in their place with the second amended and restated memorandum and Articles of Association, a copy of which has been attached as Appendix B to the proxy statement. We refer to this proposal as the articles amendment proposal. It is a recommendation of the Board of Directors that the articles amendment proposal be approved. I will now entertain a motion at this time the following resolution be adopted by the shareholders. Resolved, as a special resolution that the company's amended and restated memorandum and Articles of Association in effect be further amended and restated by the deletion in their entirety and the substitution in their place with the second amended and restated memorandum and Articles of Association, a copy of which has been attached as Appendix B to the proxy statement be and hereby is approved in all respects.

Mr. Chairman, I so move.

I second the motion.

It has been moved and seconded that the articles amendment proposal be approved. The next item for consideration by our shareholders is to transact such other business as properly come before the Annual General Meeting or any adjournments thereof. The Board of Directors is not aware of any other business to be presented to a vote of the shareholders at the Annual General Meeting. I hereby declare the polls open as of this date and time for voting on the matters before the meeting. Shareholders who have not yet submitted a proxy or who have submitted a proxy but now wish to change their vote and vote electronically may do so now through the virtual meeting platform. Please follow the on-screen instructions to cast your vote. If you encounter any issues, please contact the meeting support team using the chat function. [Voting]

Are there any additional proxies, electronic ballots or other voting materials to be submitted to the inspector of the election? There's none. So as there is no further submissions, I declare the polls closed as of this date and time. Leicia, as Inspector of Election for this meeting, we will now report the results of the voting.

Prior to the meeting, we tabulated the number of proxies submitted by the shareholders of the company in connection with this meeting. Based upon said tabulations, we report that, one, more than a majority of the voting power of the ordinary shares present in person or by proxy and entitled to vote at the annual meeting voted in favor of each director nominee in the director appointment proposal. Number 2, more than a majority of the voting power of the ordinary shares present in person or by proxy and entitled to vote at the annual meeting voted in favor of the approval of the amendment to equity incentive plan proposal. Number 3, more than 75% of the voting power of the ordinary shares present in person or by proxy and entitled to vote at the annual meeting voted in favor of the auditor selection proposal. Number 4, more than 75% of the voting power of the ordinary shares present in person or by proxy and entitled to vote at the annual meeting voted in favor of the articles amendment proposal. Number 5, the exact number of votes cast for or against the foregoing proposals will be reflected in the Inspector of election certificate, which will be filed with the records of this meeting.

Thank you. Based on the inspector's report, I declare the approval of election of each director nominee in the director appointment proposal, amendment to equity incentive plan proposal, auditor selection proposal and articles amendment proposal. So there being no further business or questions, I suggest the meeting be adjourned.

Mr. Chairman, I move that meeting to be adjourned.

I second the motion.

It has been moved and seconded that this meeting be adjourned. All those in favor, please say aye.

Aye.

Aye.

Opposed. The ayes have it. I declare this meeting to be adjourned. That concludes the announced formal items of the agenda. We would now like to proceed with the informal portion of this meeting and respond to certain questions you may have. Before I do so, however, I'd like to read a brief statement that our lawyers have asked us to mention. The matters discussed at this meeting may include certain forward-looking statements that represent the company's expectations or beliefs. These statements, by their nature, involve substantial risks and uncertainties, which may be beyond the company's control. Actual results could differ materially from those projected in the forward-looking statements. Additional information concerning factors that could cause actual results to differ materially from those projected in the forward-looking statements is contained in the company's annual report on Form 10-K for the year-ended March 31, '24, and elsewhere in the company's filings with the Securities and Exchange Commission. We encourage you to read these materials. In addition, I ask you to understand that under applicable SEC rules, we will have to limit our responses to matters that we have previously disclosed publicly. Any questions, answers at this point, please? Since I hear none, our program for the day has concluded. Thank you all for attending today's meeting and for your continuing support of Aeries Technology, Inc.