Aeries Technology Inc

This management proposal asks shareholders to grant the Board discretionary authority to consolidate the Company’s Class A ordinary shares at a ratio up to 1-for-10, with the exact whole-number ratio and timing to be selected by the Board and implemented, if at all, before the next annual meeting. Management frames the consolidation as a tool to increase the per-share trading price, improve acceptability and marketability among institutional and retail investors, and address potential noncompliance with Nasdaq’s minimum bid price requirements. The Board retains flexibility to elect any ratio within the approved range and to abandon implementation even if shareholders approve, minimizing the need for further shareholder action while preserving managerial discretion. Economically, the consolidation is intended to be non-dilutive in percentage ownership terms because authorized shares and outstanding shares will be reduced proportionately and par value adjusted, although book- and market-per-share metrics will change due to fewer shares outstanding. The company discloses potential disadvantages, including the risk that market price may not increase proportionately, increased odd-lot holders and potential liquidity impacts, and that the consolidation could reduce market capitalization if price adjustments do not hold. The proposal also outlines administrative steps (Registrar filing, CUSIP change, certificate exchanges and treatment of fractional shares rounded up to whole shares), tax considerations for U.S. holders assuming recapitalization treatment, and provides the Board latitude to consider market conditions, shareholder equity, trading volume and Nasdaq requirements when selecting the ratio. From a governance perspective, the Board’s unilateral authority to set timing and ratio concentrates execution control with management post-approval, which may be appropriate for tactical listing/compliance reasons but reduces future shareholder input on implementation specifics. Overall, the transaction is a common corporate housekeeping/listing-compliance measure designed to address perceived marketability and listing risks, but its ultimate effect depends on market reaction and execution decisions by the Board.

This management-sponsored special resolution requests shareholder approval to amend Section 5 and the definition of “Class A Shares” in the Company’s constitutional documents to reflect the adjusted authorized and par value of Class A ordinary shares if the share consolidation is implemented. The amendment is explicitly contingent on (1) shareholder approval of the share consolidation proposal and (2) the Board electing to implement the consolidation, making it a technical conforming amendment rather than an independent policy change. Approving this amendment in advance avoids the need for a separate shareholder vote after the Board sets the precise consolidation ratio and timing, streamlining implementation and reducing administrative friction. The substance of the change is to ensure the Memorandum and Articles state the correct number and par value of authorized Class A shares post-consolidation; it does not change shareholder rights or the Board’s discretion beyond that already authorized in the consolidation proposal. The special resolution requires a higher approval threshold (75%), reflecting the constitutional nature of the amendment under Cayman Islands law. From a governance standpoint, the amendment is routine and administrative, but shareholders should note its contingent nature—if the Board does not implement the consolidation, the amendment will not take effect despite shareholder approval. The Board recommends a FOR vote because without this amendment the Articles would be inconsistent with the effect of the consolidation and additional shareholder action would be required to correct that mismatch post-implementation. Overall, the proposal is a standard housekeeping measure tied to the consolidation and poses limited substantive policy or control implications for shareholders.

This special-resolution proposal seeks shareholder approval to replace Section 26.1 of the Articles with Amendment No.1, which fixes the board at five directors by default and changes the independence requirement to a majority of directors being independent. The change reduces the previously stated board size (seven) and updates the independence standard from an absolute number (four independent directors) to a proportional majority requirement, aligning governance language with common board composition practices and Nasdaq expectations for independent oversight. This is a structural governance change that narrows the board size while embedding flexibility (the Directors or Company may increase or reduce the number by ordinary resolution), preserving the ability to adjust future board composition. Requiring a majority independent directors strengthens independence standards compared to a lower fixed-number requirement if board size is reduced, and could improve perceived governance quality among investors and exchanges. The proposal requires a 75% special resolution threshold due to its constitutional nature; management recommends FOR, arguing it better aligns corporate governance with the company's controlled-company status and anticipated board composition. From a shareholder perspective, the amendment is primarily governance-focused and does not affect economic rights, but it meaningfully shapes future director nominations, committee composition, and independence determinations. Overall, the amendment modernizes and clarifies board structure and independence expectations while retaining flexibility for future adjustments through ordinary shareholder action.