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

Good morning. I'm Ajay Khare, Chief Executive Officer and a member of Board of Directors of Aeries Technology, Inc. and will be serving as the Chairman of this Annual General Meeting. It is my pleasure to welcome you all 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 statements prepared by the company for this meeting and provided to our shareholders. The following officers and members of the management team of the company are in attendance today: me, Ajay Khare, Chief Executive Officer; and Daniel S. Webb, Chief Financial Officer. The formal business of the meeting will begin with the proof that proper notice of the meeting has been given and that a quorum is present. Daniel S. Webb, Chief Financial Officer and the Secretary of this Annual General Meeting will now report to you regarding this notice.

Mr. Chairman, the proxy materials for this meeting were made available via Internet and notice of Internet availability of proxy materials was mailed on or about February 6, 2026, to each shareholder of record as of close of business on January 28, 2026, the record date for this meeting, the notice complied with requirements of the amended and restated memorandum and Articles of Association of the company and the laws of the Cayman Islands. 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 appoint [ Leicia Savinetti ] to serve as the Inspector of the Election for this meeting. Ms. [ Savinetti ] 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, chat or Q&A function. All proxies previously received have been totaled and any additional proxies received before the vote will be added to the total. Ms. [ Savinetti ], do you have a count of the number of shares represented in person or by proxy at this meeting?

Mr. Chairman, of the 50,209,716 ordinary shares of the company outstanding on January 28, 2026, the record date for this meeting, there are at least 34,321,846 Class A ordinary shares and 1 Class B ordinary share 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 at this meeting. And since proper notice of this meeting has been established, I declare this meeting properly constituted for the transaction of business. We can now proceed with the next order of business, which is to approve by ordinary resolution the appointment of each of the 4 directors nominees to serve for such term as provided in the company 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 4 director nominees be appointed. I will now entertain a motion in this time that the following resolution 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 the 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 appointed in all aspects.

Mr. Chairman, I so move.

I second the motion. It has been moved and seconded that Director Appointment Proposal with respect to Alok Kochhar be appointed -- 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 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 aspects.

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 the director to serve for such term as provided in the company's memorandum and Articles of Association that 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 aspects.

Mr. Chairman, I so move.

I second the motion. It has been moved and seconded that Director Appointment Proposal with respect to Nina B. Shapiro be approved. Resolved as an ordinary resolution that the appointment of Bhisham Ajay Khare as the director to serve for such term as provided in the company 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 aspects.

Mr. Chairman, I so move.

It has been moved and seconded that the Director Appointment Proposal with respect to Bhisham Ajay Khare 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 the fiscal year ended March 31, 2026. We refer to this proposal as the Auditor Selection Proposal. It is the recommendation of the Audit Committee and the Board of Directors that the Auditor's Selection 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 the selection of Manohar Chowdhry & Associates as the company's independent registered public accounting firm for the fiscal year ended March 31, 2026, be and hereby is confirmed, adopted, approved and ratified in all aspects.

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 by ordinary resolution that the company's Board of Directors be authorized to effect a consolidation of the company's authorized and issued Class A ordinary shares at a ratio of up to 1 for 10 with the exact ratio to be set at a whole number within this range, as determined by the Board in its sole discretion, such ratio, the Approved Consolidation Ratio to be implemented at such date and time as determined by the Board, provided such implementation occurs prior to company's next Annual General Meeting, if at all, as determined by Board in its sole discretion. And that upon implementation, each such number of Class A ordinary shares of the company, whether issued or unissued as is equal to the consequent of the Approved Consolidation Ratio shall be consolidated into 1 Class A ordinary share of the company with a par value equal to USD 0.0001 multiplied by consequent of the Approved Consolidation Ratio such that upon implementation, the authorized share capital of the company shall be amended from USD 50,500.0001 divided into 500 million Class A ordinary share of a par value of USD 0.0001 each, 1 Class V ordinary share of a par value of USD 0.0001 and 5 million preference share of a par value of USD 0.0001 each, to USD 50,500.0001 divided into, one, such number of Class A ordinary share as is determined by dividing 500 million by consequent of the Approved Consolidation Ratio, each of a par value equal to the amount in U.S. dollar as is determined by multiplying USD 0.0001 by the consequent of the Approved Consolidation Ratio. Two, 1 Class V ordinary share of a par value of USD 0.0001 and three, 5 million preference share of a par value of USD 0.0001. We refer to this proposal as the Share Consolidation Proposal. It is recommended of the Board -- it is the recommendation of the Board of Directors that the Share Consolidation 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 the company's Board of Directors be authorized to effect of a consolidation of the company's authorized and issued Class A ordinary shares at a ratio of up to 1 for 10 with the exact ratio to be set at a whole number within this range as determined by our Board in its sole discretion to be implemented at such date and time as determined by the Board, provided such implementation occurs prior to the company's next Annual General Meeting, if at all, as determined by the Board in its sole discretion. And that upon implementation, each such number of Class A ordinary shares of the company, whether issued or unissued as is equal to the consequent of the approved consolidation ratio shall be consolidated into 1 Class A ordinary share of the company with a par value equal to USD 0.0001 and multiplied by consequent of the Approved Consolidation Ratio such that upon implementation, the authorized share capital of the company shall be amended from USD 50,500.0001 divided into 500 million Class A ordinary shares of a par value of USD 0.0001 each, 1 Class V ordinary share of a par value of USD 0.0001 and 5 million preference share of a par value of USD 0.0001 each, to USD 50,500.0001 divided into: one, such number of Class A ordinary shares as is determined by dividing 500 million by the consequent of the Approved Consolidation Ratio, each of a par value equal to the amount in U.S. dollar as is determined by multiplying USD 0.0001 by the consequent of the Approved Consolidation Ratio. Two, 1 Class V ordinary share of a par value of USD 0.0001 and three, 5 million preference shares of a par value of USD 0.0001 be and hereby is approved in all aspects.

Mr. Chairman, I so move.

I second the motion. It has been moved and seconded that the Share Consolidation Proposal be approved. The next item for consideration by our shareholders is to approve by a special resolution that subject to the shareholder approval of the Share Consolidation Proposal and contingent upon the Board's positive decision to implement a consolidation of Class A ordinary shares as authorized by Share Consolidation Proposal, Section 5 of company's Second Amended and Restated Memorandum of Association and definition of Class A shares in the company's article be amended to reflect the effect of the share consolidation. We refer to this proposal as the Articles Amendment Proposal to Reflect Share Consolidation. It is recommended -- it is recommendation of the Board of Directors that the Articles Amendment Proposal be -- to reflect share consolidation 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 subject to shareholders' approval of the Share Consolidation Proposal and contingent upon the Board's positive decision to implement a consolidation of Class A ordinary shares as authorized by the Share Consolidation Proposal, Section 5 of company's Second Amended and Restated Memorandum of Association and the definition of Class A shares in the company's article be amended to reflect the effect of the share consolidation be and hereby is approved in all aspects.

Mr. Chairman, I so move.

I second the motion. It has been moved and seconded that the Articles Amendment Proposal be -- Proposal to reflect share consolidation be approved. The next item for consideration by our shareholders is to approve by special resolution that Section 26.1 of the Articles to -- Articles be amended by replacing the section in its entirety with the Amendment #1 to the articles, a copy of which is attached as Appendix A to the proxy statement. We refer to proposal as the Articles Amendment Proposal to Amend Section 26.1. It is a recommendation of the Board of Directors that the Articles Amendment Proposal to Amend Section 26.1 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 Section 26.1 of the articles be amended by replacing the section in its entirety with the Amendment #1 to the articles, a copy of which is attached as Appendix A to the proxy statement be and hereby is approved in all aspects.

Mr. Chairman, I so move.

I second the motion. It has been moved and seconded that the Articles Amendment Proposal to Reflect Share Consolidation be approved. The next item for consideration by our shareholders is to transact such other business as properly may 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 shareholders at this Annual General Meeting. I hereby declare the polls open as of this time, date -- 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 wishes 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 Election? As there are no further submissions, I declare the polls closed as of this time -- this date and time. [ Ms. Savinetti ], as the Inspector of Election for this meeting, 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; two, 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 Auditor Selection proposal. Three, 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 Share Consolidation Proposal. Four, that 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 to Reflect Share Consolidation. Five, more than 75% of the voting power of the ordinary shares presented in person or by proxy and entitled to vote at the annual meeting voted in favor of the Articles Amendment Proposal to Amend Section 26.1. Six, 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, Auditor Selection Proposal, Share Consolidation Proposal, Articles Amendment Proposal to Reflect Share Consolidation and Articles Amendment Proposal to Amend Section 26.1. There being no further business, I suggest the meeting be adjourned.

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

I second the motion. It has been moved and seconded that the meeting be adjourned. All those in favor, please say aye. Oppose no.

Aye.

Aye.

The ayes have it. I declare this meeting to be adjourned. 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, 2025, 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. Our program for the day has concluded. Thank you all for attending today's meeting and for your continued support of Aeries Technology, Inc.