{"url_path":"/sec/aert/10-k/2026/item-13","section_key":"item-13","section_title":"Item 13 Certain Relationships and Related Transactions, and Director Independence.**","topic":"sec","document":{"doc_type":"10-K","doc_date":"2026-06-08","source_url":"https://www.sec.gov/Archives/edgar/data/1853044/0001829126-26-006123-index.html","accession_number":"0001829126-26-006123","cik":"0001853044","ticker":"AERT","issuer_name":"Aeries Technology, Inc.","edgar_url":"https://www.sec.gov/Archives/edgar/data/1853044/0001829126-26-006123-index.html","primary_entity_key":"0001853044","primary_entity_name":"Aeries Technology, Inc."},"word_count":1576,"has_tables":true,"body_markdown":"**Item 13. Certain Relationships and Related Transactions, and Director Independence.**\n\n \n\n**Policies and Procedures for Related Party Transactions**\n\n \n\nThe Company has adopted a related person transactions policy effective upon the consummation of the Business Combination. The policy provides that executive officers, directors, nominees for directors, holders of more than 5% of any class of the Company’s voting securities, and any member of the immediate family of any of the foregoing persons, will not be permitted to enter into a related person transaction with the Company without the prior consent of the audit committee. Any request for the Company to enter into a transaction with an executive officer, director, nominee for director, significant shareholder, or any of their immediate family members, in which the amount involved exceeds or is expected to exceed $120,000, must first be presented to the audit committee for review, consideration, and approval. In approving or rejecting the proposed transactions, the audit committee will take into account all of the relevant facts and circumstances available.\n\n \n\n**Aeries Related Party Transactions**\n\n \n\n*This section does not include any equity and other compensation, termination, change in control and other similar arrangements, which are described under “Executive Compensation.”*\n\n \n\n**Agreements and Transactions with Entities owned or controlled by, or related to, the Majority Shareholder**\n\n \n\nMr. Kumar, our majority shareholder and Chairman of the Board and the son of Mr. Kumar, Mr. Vaibhav Rao, are principal shareholders or otherwise control the following entities, amongst others.\n\n \n\n \n●\nAeries Technology Products and Strategies Private Limited (“ATPSPL”);\n\n \n\n \n●\nRalak Consulting LLP;\n\n \n\n \n●\nAark II Pte Ltd (“Aark II”);\n\n \n\n \n●\nTSLC Pte Ltd (“TSLC”);\n\n \n\n \n●\nInnovo Consultancy DMCC;\n\n \n\nThe following entities are related parties to Mr. Kumar:\n\n \n\n \n●\nAeries Financial Technologies Private Ltd (“AFT”);\n\n \n \n \n\n \n●\nSqrrl Fintech Private Limited (“Sqrrl”);\n\n \n \n \n\n \n●\nBhanix Finance and Investment Ltd;\n\n \n\nThese entities have transactions or agreements with the Company and its subsidiaries, collectively referred to as the “group,” as discussed below.\n\n \n\n**Intercompany Deposits to ATPSPL and AFT**\n\n \n\nIn the years ended March 31, 2026 and 2025, the group has provided intercompany deposits (“ICDs”) in one or more tranches to ATPSPL and AFT to meet its working capital requirements. The ICDs have a term of three years from the date of disbursement of the ICDs with an interest rate ranging between 12 to 13% per annum payable by ATPSPL and an interest rate ranging between 15% to 17% payable by AFT to the group. The total outstanding balances of the ICDs were $240and $231 for the period ended March 31, 2026 and 2025, respectively.\n\n \n\n89\n\n \n\n \n\n**Intercompany Deposits from ATPSPL and Sqrrl**\n\n \n\nIn the year ended March 31, 2026 and 2025, the group has received ICDs in one or more tranches from ATPSPL and Sqrrl to meet its working capital requirements. The ICDs from ATPSPL have a term of three years from the date of disbursement of the ICDs with an interest rate ranging between 12 to 13% per annum payable to ATPSPL by the group. The ICDs from Sqrrl have a term of 3 month from the date of disbursement of the ICDs with an interest rate of 17% per annum payable to Sqrrl by the group. The outstanding balance of the ICDs were Nil and $111 for the period ended March 31, 2026 and 2025, respectively.\n\n \n\n**Loan from Mr. Vaibhav Rao**\n\n \n\nThe group has received a loan in one or more tranches from Mr. Vaibhav Rao to meet its business requirements. The loan carries an interest rate of 12% per annum effective April 1, 2025 and 10% per annum till March 31, 2025 payable to Mr. Vaibhav Rao by the group. The outstanding balances of the loan were $734 and $812 for the periods ended March 31, 2026 and 2025, respectively.\n\n \n\n**Management Consultancy Services provided to Aark II and TSLC**\n\n \n\nIn the years ended March 31, 2026 and 2025, ATG has provided management consulting services to Aark II under a Master Services Agreement (“MSA”), dated June 21, 2021 and to TSLC under another MSA dated July 12, 2021, in the aggregate amount of $2,256 and $2,861, respectively. The MSAs provided for management consulting services in the areas of Finance and Accounts, Business Application support and IT support. The MSAs include an auto-renewal term and continue until either party decides to terminate them as per the terms of the respective MSAs. The outstanding balances of the accounts receivables as of March 31, 2026 were $407 for Aark II and $0 for TSLC, and as of March 31, 2025 were $439 for Aark II and $101 for TSLC.\n\n \n\n**Consulting Agreement with Ralak Consulting LLP**\n\n \n\nATG entered into a Consultancy Service Agreement with Ralak Consulting LLP on April 1, 2022 to avail of consulting services from Ralak Consulting LLP, including implementation services in business restructuring, risk management, feasibility studies, and mergers and acquisitions. The aggregate amount of the advisory services received during the year ended March 31, 2026 and 2025 was $216 and $305 each. The outstanding balances of the accounts payable as of March 31, 2026 and March 31, 2025 were $53 and Nil, respectively.\n\n \n\n**Cost Sharing Arrangements with AFT and Bhanix Finance And Investment Limited**\n\n \n\nFor the years ended March 31, 2026 and 2025, the group entered into cost sharing arrangements with Aeries Financial Technologies Private Limited and Bhanix Finance and Investment Limited under separate facility Agreements, each dated April 1, 2020, in the aggregate amount of $103 and $297, respectively. The cost sharing arrangements include services in the areas of office management, IT and operations. The agreements have a 36-month term with automatic renewals after the original term. The outstanding balances of the accounts receivables as of March 31, 2026 and March 31, 2025 were $16 and $207, respectively.\n\n \n\n**Office management and support services with ATPSPL**\n\n \n\nFor the years ended March 31, 2026 and 2025, the group entered into office management and support services agreement with ATPSPL under agreements dated March 20, 2020 and April 1, 2021, in the aggregate amount of $3 and $36, respectively. The outstanding balances of the advances given to vendor as of March 31, 2026 and March 31, 2025 were $2 and Nil, respectively.\n\n \n\n90\n\n \n\n \n\n**Investments**\n\n \n\nThe group invested in 349,173 Series-A Cumulative Redeemable Preference Securities (“Series-A RPS”) of AFT on October 29, 2018. The Series-A RPS carry a cumulative dividend rate of 0.001% per year and can be redeemed one day before the expiry of 20 years from the date of the allotment of the Series-A RPS by AFT. The carrying value of this investment as on March 31, 2026 was $1,110.\n\n \n\nThe group invested in 4,500,000 Cumulative Redeemable Preference Shares (“CRPS”) of ATPSPL. The CRPS carry a cumulative dividend of 10% per annum. 3,500,000 CRPS can be redeemed any time before 19 years from the date of issue i.e., June 27, 2017 by giving a 30-day redemption request and 1,000,000 CRPS can be redeemed any time before 20 years from the date of issue i.e. April 6, 2016 by giving a 30-day redemption request. The carrying value of this investment as of March 31, 2026 was $786.\n\n \n\n**Exchange Agreements**\n\n \n\nOn the Closing Date, Aeries entered into exchange agreements with Mr. Kumar and the Other ATG Shareholders, respectively. Pursuant to the Exchange Agreements, prior to April 1, 2024 and subject to certain exercise conditions, each holder of AARK ordinary shares and ATG ordinary shares may exchange up to 20% of the number of AARK ordinary shares and ATG ordinary shares, as applicable, held by such holder for Class A ordinary shares or cash, in each case as provided in the Exchange Agreements. From and after April 1, 2024 and subject to certain exercise conditions, Aeries shall have the right to acquire all of the AARK or ATG ordinary share for Class A ordinary shares or cash. In addition, after April 1, 2024 and subject to certain exercise condition, each shareholder of AARK and ATG ordinary shares shall have the right to require Aeries to provide Class A ordinary shares or cash in exchange for up to all of the AARK or ATG ordinary shares. Each share of AARK may be exchanged for 2,246 Class A ordinary shares and each ATG ordinary share may be exchanged for 14.40 Class A ordinary shares, in each case subject to certain adjustments. The Exchange Agreements are conditioned on satisfaction of certain conditions and regulatory approvals, including from the Reserve Bank of India (“RBI”), as applicable. The cash exchange payment may only be elected in the event approval from RBI is not obtained for exchange of shares and provided that Aeries 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 Aeries.\n\n \n\n**Exchange of AARK Shares**\n\n \n\nOn March 26, 2024, the Company determined that the exercise conditions in the Exchange Agreements with respect to Mr. Kumar and one of the Other ATG Shareholders, Bhisham Khare, had been satisfied. On April 5, 2024, Mr. Kumar exchanged an aggregate amount of 9,500 AARK ordinary shares for 21,337,000 Exchanged Shares.\n\n \n\nOn September 22, 2025, the Company issued 851,184 shares to Bhisham Khare pursuant to his Exchange Agreement for shares of ATGBA. As of March 31, 2026, Mr. Bhisham Khare is yet to transfer the shares to the Company and consequently a receivable of $741 amount has been recognized.\n\n \n\n**Director Independence**\n\n \n\nFor information required by this item with respect to director independence, please see Item 10 of this Annual Report on Form 10-K.\n\n \n\n91"}