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Stock-Based Compensation

9 Months Ended

Dec. 31, 2025

Compensation Related Costs [Abstract]

Stock-Based Compensation

Note 9 - Stock-Based Compensation

Aeries Technology, Inc. 2023 Equity Incentive Plan

The board of directors of WWAC approved the Aeries Technology, Inc. 2023 Equity Incentive Plan (the “Plan”) on March 11, 2023, subject to approval by WWAC’s shareholders. The Plan was approved by WWAC’s shareholders on November 2, 2023 and the Plan became effective upon the consummation of the Business Combination. The number of Class A ordinary shares initially authorized for issuance under the Plan is 9,031,027 subject to certain adjustments set forth in the Plan.

On March 27, 2025, at the Company’s annual meeting of the shareholders, the Company’s shareholders approved Amendment No. 1 (the “Plan Amendment”) to the Plan. The Plan Amendment provided for (i) increasing the total number of Class A ordinary shares authorized under the Plan to 11,928,287 shares (the “New Share Reserve”), (ii) amending the “evergreen” provision in the Plan to automatically increase the New Share Reserve by 5% on an annual basis or by such lesser amount that the compensation committee of the board of directors may determine (“Evergreen Increase”), and (iii) removing the annual limits on issuing awards to a single individual under Sections 5(d) and 5(e) of the Plan.

On December 26, 2025, the Company’s board of directors approved 2,227,899 additional shares to be available for issuance under the Plan pursuant to the Evergreen Increase provision.

Restricted Stock Unit Awards

The Company’s board of directors approved the below grant of restricted stock unit awards (“RSUs”) under the Plan on September 9, 2025.

Non-Employee Director Equity Compensation

Pursuant to the Plan, the Company granted the non-employee directors, Ms. Nina B. Shapiro, Mr. Biswajit Dasgupta and Mr. Alok Kochhar, 125,000 RSUs each on September 9, 2025, which were fully vested on the grant date.

Consultant Equity Compensation

Pursuant to the Plan, the Company granted Ramesh Venkataraman, a consultant to the Company, 125,000 RSUs on September 9, 2025, which were fully vested on the grant date.

Compensation cost for stock awards, which include Non-employee RSU, is measured at the fair value on the grant date and recognized as expense, net of estimated forfeitures. The fair value of stock awards is based on the quoted price of our Class A ordinary shares on the grant date. The fair value of RSUs is measured using fair value of our quoted stock due to grant date and vesting date being the same.

The following table summarizes the activities for vested RSUs for the nine months ended December 31, 2025:


		Restricted Stock Units
		Number of Shares				Grant Date Fair Value
RSUs outstanding at April 1, 2025			-				-
RSUs granted			500,000			$	293
RSUs vested			(500,000	)		$	293
RSUs canceled, forfeited or expired			-				-
RSUs outstanding at December 31, 2025			-				-

Aeries Employees Stock Option Plan, 2020

On August 1, 2020, ATGBA’s board of directors approved and executed the Aeries Employees Stock Option Plan (“ESOP”), which was subsequently amended on July 22, 2022. Under ESOP, the company is authorized to grant up to 59,900 options to eligible employees in one or more tranches. The company granted 59,900 options to eligible employees during the year ended March 31, 2023.

The options issued under the ESOP generally are subject to service conditions. The service condition is typically one year. The stock-based compensation expense is recognized in the condensed consolidated statements of comprehensive income using the straight-line attribution method over the requisite service period.

The following table summarizes the ESOP stock option activity for the nine months ended December 31, 2025:

Schedule of ESOP stock option activity
		Shares				Weighted average exercise price				Weighted-average remaining contractual term (in years)				Aggregate intrinsic value
Options outstanding at April 1, 2025			59,900			$	-				-			$	-
Options granted			-				-				-				-
Options exercised			-				-				-				-
Options canceled, forfeited or expired			-				-				-				-
Options outstanding at December 31, 2025			59,900			$	0.11				2.56			$	2,162

Vested and exercisable at December 31, 2025			59,900			$	0.11				2.56			$	2,162

Aeries Management Stock Option Plan, 2019

On September 23, 2019, ATGBA’s board of directors approved and executed the Aeries Management Stock Option Plan 2019 (“MSOP”), which was subsequently amended on December 31, 2022. Under MSOP, ATGBA has authorized to grant up to 295,565 options to eligible employees in one or more tranches.

The options issued under the MSOP generally are subject to both service and performance conditions. The service condition is typically one year, and the performance conditions are based on the condensed consolidated revenue and adjusted profit before tax of ATGBA. The stock-based compensation expense is recognized in the condensed consolidated statements of comprehensive income using the straight-line attribution method over the requisite service period if it is probable that the performance target will be achieved.

During the three and nine months ended December 31, 2025, 236,455 options under MSOP, that were fully vested expired unexercised upon reaching the end of their term. As these options were vested, no reversal of previously recognized share-based compensation expense was recorded upon expiration in the condensed consolidated statement of operations for the three and nine months ended December 31, 2025. The excess of previously recognized compensation expense related to these options has been reclassified from stock option reserve classified under additional paid-in capital to additional paid-in capital - other reserve.

The following table summarizes the MSOP stock option activity for the nine months ended December 31, 2025:

Schedule of stock option activity
		Shares				Weighted average exercise price				Weighted-average remaining contractual term (in years)				Aggregate intrinsic value
Options outstanding at April 1, 2025			295,565			$	-				-			$	-
Options granted			-				-				-				-
Options exercised			-				-				-				-
Options cancelled, forfeited or expired			(236,455	)			-				-				-
Options outstanding at December 31, 2025			59,110			$	0.11				0.25			$	2,133

Vested and exercisable at December 31, 2025			59,110			$	0.11				0.25			$	2,133

The Company uses the Black-Scholes option-pricing model to determine the grant-date fair value of stock options. The determination of the fair value of stock options on the grant date is affected by the estimated underlying share price, as well as assumptions regarding a number of complex and subjective variables. These variables include expected stock price volatility over the term of the awards, actual and projected employee stock option exercise behaviors, risk-free interest rates, and expected dividends. The grant date fair value of the Company’s stock options granted to employees were estimated using the Black-Scholes option-pricing model with the following weighted average assumptions:


		2022 Grants
Expected term			3.5 years
Expected volatility			40.80	%
Risk free interest rate			3.01	%
Annual dividend yield			0.00	%

During the nine months ended December 31, 2025, and 2024, the Company recorded stock-based compensation expense of $293 and $12,746 within “Selling, general & administrative expenses” in the condensed consolidated statements of operations, respectively.

During the three months ended December 31, 2025, and 2024, the Company did not incurr any stock-based compensation expense.

As of December 31, 2025 and 2024, there was no unrecognized stock-based compensation cost.