Form 8-K

8-K — Roadzen Inc.

Accession: 0001493152-26-032180

Filed: 2026-07-06

Period: 2026-06-29

CIK: 0001868640

SIC: 6411 (INSURANCE AGENTS BROKERS & SERVICES)

Item: Results of Operations and Financial Condition

Item: Financial Statements and Exhibits

Documents

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UNITED

STATES

SECURITIES

AND EXCHANGE COMMISSION

WASHINGTON,

D.C. 20549

FORM

8-K

CURRENT

REPORT

Pursuant

to Section 13 or 15(d) of the Securities Exchange Act of 1934

Date

of Report (Date of earliest event reported): June 29, 2026

ROADZEN

INC.

(Exact

name of Registrant as Specified in Its Charter)

British

Virgin Islands

001-41094

98-1600102

(State

or Other Jurisdiction

Incorporation)

(Commission

File

Number)

(IRS

Employer

Identification

No.)

111

Anza Blvd

Suite

109

Burlingame,

California

94010

(Address

of Principal Executive Offices)

(Zip

Code)

Registrant’s

Telephone Number, Including Area Code: (347) 745-6448

(Former

Name or Former Address, if Changed Since Last Report)

Check

the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under

any of the following provisions:

☐

Written

communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

☐

Soliciting

material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

☐

Pre-commencement

communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

☐

Pre-commencement

communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Securities

registered pursuant to Section 12(b) of the Act:

Title

of each class

Trading

Symbol(s)

Name

of each exchange on which registered

Ordinary

Shares, par value $0.0001 per share

RDZN

The

Nasdaq Stock Market LLC

Warrants,

each warrant exercisable for one ordinary share, each at an exercise price of $11.50 per share

RDZNW

The

Nasdaq Stock Market LLC

Indicate

by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§ 230.405

of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§ 240.12b-2 of this chapter).

Emerging

growth company ☒

an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying

with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

Item

2.02 Results of Operations and Financial Condition.

June 29, 2026, Roadzen Inc. (the “Company”) issued a press release announcing its financial results for the fourth quarter

and fiscal year ended March 31, 2026. A copy of the press release is attached hereto as Exhibit 99.1 and is incorporated herein by reference.

This

information is intended to be furnished under Item 2.02 of Form 8-K, “Results of Operations and Financial Condition” and

shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange

Act”), or incorporated by reference in any filing under the Securities Act of 1933, as amended, or the Exchange Act, except as

shall be expressly set forth by specific reference in such a filing.

Item

9.01 Financial Statements and Exhibits.

(d)

Exhibits.

Exhibit

Number

Description

of Exhibit

99.1

Press release issued on June 29, 2026.

104

Cover

page interactive data file (embedded within the Inline XBRL document).

SIGNATURES

Pursuant

to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by

the undersigned hereunto duly authorized.

ROADZEN

INC.

Date:

July

6, 2026

By:

/s/

Jean-Noël Gallardo

Name:

Title:

Jean-Noël

Gallardo

Chief

Financial Officer

EX-99.1

Filename: ex99-1.htm · Sequence: 2

Exhibit

99.1

Roadzen

Delivers Best Quarter in Company History with Q4 FY2026 Revenue of $16.1 Million, Up 42% Year-Over-Year; Record Full-Year Revenue of

$55.0 Million, Up 24%

Roadzen

Posts First ‘Rule of 40’ Quarter in Two Years; FY2026 Net Loss Narrows 69% and Adjusted EBITDA Loss Improves 58%, with Seventh

Straight Quarter of Adjusted EBITDA Gains Nearing Breakeven

● Record

Revenue Growth Drives Strongest Quarter in Company History

Roadzen

delivered record fourth-quarter revenue of $16.1 million, up 42% year-over-year and 12% sequentially — the highest quarterly revenue

in Company history. Full-year FY2026 revenue rose to a record $55.0 million, up 24% from $44.3 million in FY2025, reflecting sustained

multi-quarter acceleration driven by rising customer adoption and expanding enterprise penetration.

● Net

Loss Narrows Sharply; Adjusted EBITDA1 Approaches Break-Even

Net

loss attributable to ordinary shareholders for FY2026 fell approximately 69% to $(22.5) million, or $(0.29) per share, from $(72.9) million,

or $(1.04) per share, in FY2025, and full-year operating loss improved 77% to $(14.0) million from $(60.8) million in FY2025. Adjusted

EBITDA loss for the fourth quarter was $(0.4) million, compared to $(1.6) million in the prior-year quarter, and full-year Adjusted EBITDA

loss improved to $(3.5) million from $(8.4) million in FY2025 — Roadzen’s seventh consecutive quarter of improvement.

● Scaled

AI Platform Delivers Measurable Ecosystem Impact

Roadzen’s

AI platform processes over 3 million insurance claims annually and leverages over 4 billion miles of proprietary real-world driving data

to power precision underwriting, claims automation, telematics, and driver intelligence. The platform delivers up to 72% accident reduction

for fleets. Roadzen’s MGA operations run at an average 85% combined ratio — compared to an industry average of approximately

103% — and claims-to-repair cycle times are cut from an average of ~6 weeks to 48 hours for standard repairs, strengthened by VehicleCare.

● FY2027

Momentum Builds; Profitability Path Defined

Roadzen

exited FY2026 at an approximately $64 million annualized revenue run-rate. With over $30 million in new annual revenue commitments already

secured in Q1 FY2027 — across insurance contracts, OEM partnerships, fleet deployments, and carrier capacity programs — the

Company has clear visibility towards reaching a $100 million annualized revenue run-rate and positive Adjusted EBITDA for the coming

fiscal year.

NEW

YORK, June 29, 2026 (GLOBE NEWSWIRE) – Roadzen Inc. (Nasdaq: RDZN) (“Roadzen” or the “Company”), a global

leader in AI at the convergence of insurance and mobility, today announced its financial results for the Fiscal 2026 fourth quarter and

full year ended March 31, 2026.

Commenting

on the Company’s results, Rohan Malhotra, Founder and CEO of Roadzen, stated, “This was the best quarter in our history.

We have been building towards this growth for two years by laying the groundwork — we are seeing increased adoption of our platform,

largely driven by the U.S. and India, and democratic growth across all of our product lines. More customers are adopting more of our

platform, across more geographies, and at increasing speed.

Adjusted EBITDA is a non-GAAP financial metric. See “Non-GAAP Financial Measures” at the end of this press release for

more information, including a reconciliation to the nearest GAAP financial measure.

are showcasing real-world AI at scale. Unlike general intelligence models, which are large, expensive and general-purpose, our focus

is on building specialized models that deliver enterprise intelligence within context — that are built for precision and the lowest

cost of delivery, so that our accuracy translates directly into real economic impact for our customers. As adoption grows, the network

effects across our data, distribution, and decisioning compound.

Our

goal for this year is clear: to be one of a handful of AI companies, globally, with over $100 million in annual recurring revenue with

adjusted EBITDA profitability, and growing more than 40-50% a year. We are still early, but the direction is clear, and we have entered

Fiscal 2027 with more momentum, more visibility, and greater conviction than ever before.”

Roadzen’s

CFO, Jean-Noël Gallardo, commented, “The Fiscal fourth quarter represented a clear acceleration in Roadzen’s financial

trajectory, with record quarterly revenue growing 42% year-over-year and 12% sequentially, driving meaningful operating leverage and

continued improvement in our financial metrics. While our net loss for the quarter was $(7.3) million, or $(0.09) per share, we reduced

our full-year Fiscal 2026 net loss by approximately 69% over the prior year. Our Adjusted EBITDA loss narrowed to $(0.4) million —

our seventh consecutive quarter of improvement — bringing the Company closer to Adjusted EBITDA breakeven. We are also exceptionally

pleased to report our first ‘Rule of 40’ quarter since the U.K. pause. The growth we are seeing in our acquired businesses

is being driven by the synergies we have created across the Roadzen platform — by connecting them to our AI, our distribution,

and our customer base, we are accelerating their growth well beyond what they could achieve independently.

There

is clear momentum in the operating performance of the business, where year-over-year revenue growth has accelerated from an average of

18% in the first half of this year to more than 30% growth in the second half, while our Adjusted EBITDA margin narrowed from -10.2%

to -3.3% over the same period — showing both sustained commercial acceleration and a clear trend toward breakeven.

also made decisive improvements to our balance sheet. We reduced short-term borrowings by approximately 60%, from $19.9 million to $7.8

million, while extending into longer-duration debt — including the extension of our $11.5 million senior secured facility with

Mizuho to July 2027 — strengthening our near-term liquidity position and capital flexibility. We raised capital almost entirely

through clean equity, largely at a premium to our market price, including at the India subsidiary level. The balance sheet clean-up remains

a focus for us as we continue to strengthen the foundations of the business.”

Fourth

Quarter and Full Year Financial Highlights

P&L

Revenue

and Key Performance Indicators:

● Revenue

for the Fourth Quarter ended March 31, 2026, increased to $16.1 million, compared to $11.3

million in the prior year period, representing 42% year-over-year growth, and increased 12%

sequentially from $14.4 million in Q3 FY2026, marking the highest quarterly revenue in Company

history. Growth was driven by continued expansion across insurance, mobility, and AI-powered

fleet intelligence solutions, supported by increasing enterprise adoption and scaling deployments

globally.

● Revenue

for the Fiscal Year ended March 31, 2026, increased to $55.0 million, compared to $44.3 million

in FY2025, representing 24% year-over-year growth. Gross margin for the fourth quarter was

consistent with the prior year at 65.7%. For the full fiscal year, gross margin increased

to 61.3% versus 57.5% in FY2025, demonstrating underlying operating leverage as the Company

scales its AI-powered insurance and mobility platform.

● As

of March 31, 2026, Roadzen had 61 insurance customer agreements (including carriers, self-insureds

and other entities processing insurance claims), 91 automotive customer agreements, and approximately

4,200 agents and fleet customer agreements. This compares to 61 insurance, 87 automotive

and 4,100 agent and fleet customers as of December 31, 2025.

● Roadzen

brokerage business sold 144,270 policies during the fourth quarter for approximately $25.2

million of Gross Written Premium (“GWP”), compared to 149,810 policies in the

prior FY2026 third quarter, producing $17.1 million of GWP. Crossing $25 million in quarterly

Gross Written Premium is an important milestone for the Company as it builds toward $100

million in annualized GWP — driven by continued growth in India alongside a rising

contribution from the U.S., where higher average premiums per policy and stronger margins

are increasingly accretive to the mix.

● In

our IaaS business, 1,409,790 claims, roadside assistance and vehicle inspections were conducted

during the three months ending March 31, 2026, compared to 1,397,535 for the prior third

quarter ending December 31, 2025.

Net

Results:

● Net

loss attributable to ordinary shareholders for the Fiscal Year ended March 31, 2026, was

$(22.5) million, or $(0.29) per share, compared to $(72.9) million, or $(1.04) per share,

in FY2025, representing a significant year-over-year improvement driven by materially lower

operating losses and stronger revenue scaling across the Company’s AI-powered insurance

and mobility platform. Of the FY2026 net loss, approximately $9.8 million was comprised of

non-cash expenses, including a $4.0 million loss on fair value of the Company’s financial

instruments (convertible notes, variable instruments and warrants), $2.2 million related

to depreciation and amortization, and $3.6 million related to other non-cash items.

● Total

operating expenses for the Fiscal Year ended March 31, 2026, were $69.0 million, compared

to $105.1 million in FY2025, representing a 34% year-over-year reduction, driven by significant

decreases in corporate overhead and general and administrative expenses, partially offset

by higher cost of services reflecting increased platform utilization and revenue scaling.

● Adjusted

EBITDA loss for the fiscal year was $(3.5) million, compared to $(8.4) million in FY2025.

Fourth Quarter Adjusted EBITDA loss was $(0.4) million, compared to $(1.6) million in the

prior-year quarter and $(0.6) million in the sequential third quarter, marking Roadzen’s

seventh consecutive quarter of sequential improvement.

Balance

Sheet

Assets:

● Total

assets as of March 31, 2026, were $52.7 million, an increase of $20.1 million from the previous

Fiscal Year end, driven by growth in receivables, acquisition-related intangible assets,

and equity raised during the year. The Company ended the year with cash and cash equivalents

of $6.6 million compared to $4.8 million at the prior year

end period.

Liabilities:

● Total

liabilities as of March 31, 2026, were $79.2 million, compared to $58.3 million at Fiscal

Year-end 2025. These include $13.2 million of convertible notes and $4.2 million of non-cash

liabilities, which is comprised of $2.0 million of derivative warrant liability, $1.0 million

of deferred tax liability, and $1.2 million related to deferred revenue and retirement benefits.

● During

the Fiscal Year, Roadzen restructured its debt profile to establish a more stable, longer-duration

capital structure. The Company reduced short-term borrowings by approximately 60%, from $19.9

million to $7.8 million, while extending into long-term borrowings, which grew to $15.6 million.

This deliberate shift strengthened Roadzen’s near-term liquidity and capital flexibility,

positioning the balance sheet to support continued growth — including the extension

of the Company’s $11.5 million senior secured facility with Mizuho Securities USA LLC

to July 2027.

Capitalization:

● As

of March 31, 2026, the Company had approximately 79.7 million Ordinary Shares outstanding,

an increase of 5.4 million shares from the prior fiscal year-end. This represented dilution

of only approximately 7% to shareholders, as Roadzen raised a meaningful portion of its growth

capital through its India subsidiary at a premium to the Nasdaq share price, limiting the

absolute impact to the Company’s stock; Roadzen India was valued at $277 million following

the VehicleCare acquisition.

drivebuddyAI

Developments:

● Patent

— Driver Identification: drivebuddyAI was granted a patent for AI-powered in-vehicle

facial recognition enabling continuous driver identification, anchoring AI-driven risk scoring,

fatigue detection, and compliance enforcement to verified driver identity in real time.

● Patent

— Hazardous Road Condition Detection: drivebuddyAI was granted a patent for AI-based

detection and geo-mapping of hazardous road conditions in real time.

● Patent

— Real-Time Lane Detection: drivebuddyAI was granted a patent for its AI-powered Real-Time

Lane Detection System, a core technology underpinning advanced driver assistance and autonomous

driving systems.

● These

awards expand drivebuddyAI’s IP portfolio to more than 15 patents and reinforce its

technological edge as the only platform certified under AIS-184, EU GSR 2144, and Euro NCAP

2026 standards.

● Surpassed

4 billion miles of real-world driving data, demonstrating up to 72% accident reduction.

Acquisitions:

Strategic Acquisitions Unlock New Markets and Full-Stack Control

● EliteCover

Insurance — Entry into the ~$80 Billion U.S. Commercial Auto Insurance Market

December 3, 2025, Roadzen acquired majority control of EliteCover, a U.S.-based licensed commercial auto insurance broker and Managing

General Underwriter operating in California, Texas, Illinois, and New Jersey, with Lloyd’s of London Coverholder status. The acquisition

provides Roadzen with a regulated underwriting and distribution platform to participate directly in the approximately $80 billion U.S.

commercial auto insurance market. Combined with Roadzen’s AI-powered underwriting, telematics-driven risk management, automated

claims, and integrated roadside assistance through National Automobile Club, EliteCover enables an end-to-end commercial auto insurance

offering on a commission- and fee-based model. The synergies created by integrating EliteCover into the Roadzen platform are expected

to drive its growth across the U.S. commercial auto market.

● VehicleCare

— Full-Stack Motor Claims Control

January 6, 2026, Roadzen agreed to acquire VehicleCare, an AI-powered vehicle repair and workshop aggregation platform. VehicleCare’s

software-enabled network of more than 1,200 workshops across India allows Roadzen to directly manage repair timelines, quality and cost

outcomes, delivering over 30% loss-cost reductions versus OEM garages while improving cycle times, transparency, and fraud control. The

transaction valued Roadzen’s India subsidiary at approximately $277 million, implying a value of roughly $3.50 per Roadzen share,

based on Roadzen’s ownership of approximately 92% of the India subsidiary. Since closing, Roadzen has brought new business to VehicleCare

by connecting it to the Company’s AI, insurer relationships, and claims funnel — winning two major insurer mandates that

are expected to generate more than $20 million in combined annual revenue, and entering into a strategic partnership with TEMOT International,

one of the world’s largest automotive parts distribution networks, strengthening the infrastructure supporting Roadzen’s

newly launched 48-hour claims repair turnaround program.

FY2027

– Off to a Strong Start with Over $30 Million in New Annual Revenue Mandates

Financial

Developments

● As

previously announced, on May 5, 2026, the Company closed on a securities purchase agreement

with institutional investors securing $8 million at an offering price of $1.70 per share.

● Roadzen

secured an agreement with Mizuho Securities USA LLC to extend the maturity of its $11.5 million

senior secured debt facility to July 7, 2027.

Revenue

& Commercial Deployments:

● April

14, 2026 – Roadzen partnered with a top-10 global carmaker to deliver GAP insurance

across the U.K., its second major European OEM win since September 2025.

● April

22, 2026 – Roadzen’s U.K. subsidiary, Global Insurance Management, secured several

new contracts totaling $2.5 million in projected annual revenue.

● April

27, 2026 – Leveraging Roadzen’s insurer relationships, VehicleCare secured a

major claims mandate from one of India’s largest insurers, expected to generate over

$10 million in annual revenue.

● April

29, 2026 – Roadzen’s drivebuddyAI won a $2.5 million contract to bring AI-powered

safety to a 3,000-truck fleet.

● April

30, 2026 – Roadzen secured an LOI for a $30 million insurance capacity commitment from

a leading U.S. carrier, with the program anticipated to contribute approximately $6 million

in annual revenue.

● June

16, 2026 – Building on Roadzen’s distribution, VehicleCare secured a second major

insurer mandate with one of India’s top 10 general insurers, expected to generate more

than $10 million in annual revenue.

● June

18, 2026 – Roadzen expanded its U.S. footprint with a commercial contract valued at

approximately $1.2 million in annual revenue, naming its National Automobile Club subsidiary

as the exclusive roadside assistance provider for a digital platform serving more than 500,000

users.

● June

23, 2026 – Roadzen’s drivebuddyAI secured a $5.3 million purchase order from

one of India’s leading EV fleet operators to deploy its AI-powered fleet safety platform

across up to 3,600 electric commercial vehicles over five years.

Strategic

Partnerships & Ecosystem Expansion:

● May

6, 2026 – VehicleCare partnered with global auto-parts network TEMOT International

to build integrated claims-to-repair infrastructure and parts availability across India.

● May

7, 2026 – Roadzen selected as a beta-testing partner for Anthropic’s Managed

Agents platform for enterprise AI deployment.

Other

Interest:

● June

26, 2026 – Roadzen was included in the Russell 2000 and 3000 indices in the semi-annual

rebalance, following qualification on Russell rank day.

For

more information about Roadzen Inc., please visit https://roadzen.ai.

About

Roadzen Inc. Roadzen Inc. (Nasdaq: RDZN) is a global leader in AI at the convergence of insurance and mobility. Roadzen builds technology

that helps insurers, automakers, and fleets better predict and prevent risk, automate claims, and deliver seamless, embedded insurance

experiences. Thousands of clients across North America, Europe, and Asia — from the world’s leading insurers, carmakers,

and fleets to dealerships and agents — use Roadzen’s technology to build new products, sell insurance, process claims, and

improve road safety. Roadzen’s pioneering work in telematics, generative AI, and computer vision has earned recognition from Forbes,

Fortune, and Financial Express as one of the world’s top AI innovators. Headquartered in Burlingame, California, Roadzen employs

more than 450 people across offices in the U.S., U.K., India, and China. Learn more at www.roadzen.ai.

Cautionary

Statement Regarding Forward Looking Statements This press release includes forward-looking statements within the meaning of Section

27A of the Securities Act of 1933, as amended (the “Securities Act”), and Section 21E of the Securities Exchange Act of 1934,

as amended (the “Exchange Act”). We have based these forward-looking statements on our current expectations and projections

about future events. These forward-looking statements are subject to known and unknown risks, uncertainties and assumptions about us

that may cause our actual results, levels of activity, performance or achievements to be materially different from any future results,

levels of activity, performance or achievements expressed or implied by such forward-looking statements. In some cases, you can identify

forward-looking statements by terminology such as “may,” “should,” “could,” “would,”

“expect,” “plan,” “anticipate,” “believe,” “estimate,” and “continue,”

or the negative of such terms or other similar expressions. Such statements include, but are not limited to, statements regarding the

anticipated benefits of our products and solutions, our expected revenue growth and anticipated Adjusted EBITDA breakeven timing, expected

revenue and results from announced contracts and strategic partnerships, the anticipated synergies and growth from our acquisitions,

strategy, demand for our products, expansion plans, future operations, future operating results, estimated revenues, losses, projected

costs, prospects, plans and objectives of management, as well as all other statements other than statements of historical fact included

in this press release. Factors that might cause or contribute to such a discrepancy include, but are not limited to, those described

in “Risk Factors” in our Securities and Exchange Commission (“SEC”) filings, including the annual report on Form

10-K we filed with the SEC on June 26, 2025. We urge you to consider these factors, risks and uncertainties carefully in evaluating the

forward-looking statements contained in this press release. All subsequent written or oral forward-looking statements attributable to

our company or persons acting on our behalf are expressly qualified in their entirety by these cautionary statements. The forward-looking

statements included in this press release are made only as of the date of this release. Except as expressly required by applicable securities

law, we disclaim any intention or obligation to update or revise any forward-looking statements, whether as a result of new information,

future events or otherwise.

For

more information, please contact: Investor Contacts: IR@roadzen.ai Media Contacts: Sanya Soni sanya@roadzen.ai or media@roadzen.ai

Financial

Statements Follow

Roadzen

Inc.

Consolidated

Balance Sheets

(in

US $, except share count)

Particulars

As of

March 31, 2026

As of

March 31, 2025

Assets

Current assets:

Cash and cash equivalents

6,578,594

4,836,576

Accounts receivable, net

7,500,439

2,625,385

Inventories

116,555

202,535

Prepayments and other current assets

17,833,119

19,092,595

Investments

229,994

197,805

Total current assets

32,258,701

26,954,896

Non current assets

Restricted cash

222,026

217,064

Non marketable securities

269,470

Property and equipment, net

536,997

602,923

Goodwill

7,616,973

2,061,553

Operating lease right-of-use assets

1,374,147

1,109,219

Intangible assets, net

9,651,915

1,243,253

Other long-term assets

997,802

120,972

Total Non current assets

20,399,860

5,624,454

Total assets

52,658,561

32,579,350

Liabilities and shareholders’ Equity/(Deficit)

Current liabilities

Current portion of long-term borrowings

9,829,713

2,904,444

Short-term borrowings

7,843,267

19,865,645

Accounts payable and accrued expenses

30,245,947

30,254,010

Derivative warrant liabilities

1,987,003

1,489,818

Short-term operating lease liabilities

325,255

318,921

Other current liabilities

8,072,789

2,102,466

Total current liabilities

58,303,974

56,935,304

Non current liabilities

Long-term borrowings

15,612,108

139,775

Long-term operating lease liabilities

699,817

628,400

Other long-term liabilities

4,561,246

566,651

Total Non current liabilities

20,873,171

1,334,826

Total liabilities

79,177,145

58,270,130

Commitments and contingencies (refer note 22)

Shareholders’ Equity/(Deficit)

Ordinary Shares and additional paid in capital, $0.0001 par value per share, 220,000,000 shares authorized as of March 31, 2026 and March 31, 2025; 79,695,672 and 74,290,986 shares outstanding as of March 31, 2026 and March 31, 2025 respectively

112,128,293

95,501,291

Accumulated deficit

(246,224,660 )

(223,826,442 )

Accumulated other comprehensive income/(loss)

(1,299,868 )

(468,859 )

Other components of equity

105,747,998

103,720,113

Total shareholders’ deficit

(29,648,237 )

(25,073,897 )

Non-controlling interest

3,129,653

(616,883 )

Total deficit

(26,518,584 )

(25,690,780 )

Total liabilities and Total Deficit

52,658,561

32,579,350

The

accompanying notes are an integral part of these consolidated financial statements.

Roadzen

Inc.

Consolidated

Statements of Operations

(in

US $, except share count)

Particulars

For the three months ended

March 31,

For the year ended

March 31,

2026

2025

2026

2025

Revenue

16,121,304

11,330,827

55,021,792

44,296,098

Costs and expenses:

Cost of services

5,537,522

3,893,120

21,277,579

18,833,218

Research and development

(115,664 )

244,928

408,355

3,779,955

Sales and marketing

9,349,677

7,133,481

29,111,662

28,873,150

General and administrative

6,069,343

2,694,733

15,976,982

51,602,107

Depreciation and amortization

1,057,462

1,046,539

2,244,268

2,020,610

Total costs and expenses

21,898,341

15,012,801

69,018,846

105,109,040

Loss from operations

(5,777,037 )

(3,681,974 )

(13,997,054 )

(60,812,942 )

Interest expense (net)

(1,871,764 )

(714,899 )

(7,249,803 )

(3,247,831 )

Gain on bargain purchase

174,248

—

174,248

—

Fair value gains/(losses) in financial instruments carried at fair value

635,187

1,681,725

(3,984,386 )

(14,844,420 )

Impairment of investment

(269,470 )

(1,245,326 )

(269,470 )

(1,245,326 )

Other income (net)

(193,775 )

3,861,541

2,329,515

7,073,235

Total other income/(expense)

(1,525,574 )

3,583,041

(8,999,896 )

(12,264,342 )

Loss before income taxes and equity-method investment activity

(7,302,611 )

(98,933 )

(22,996,950 )

(73,077,284 )

Equity method investment activity, net

—

(Loss)/Income before income tax expense

(7,302,611 )

(98,933 )

(22,996,950 )

(73,077,284 )

Less: income tax (benefit)/expense

(46,966 )

69,709

20,212

(13,973 )

Net (loss)/income before non-controlling interest

(7,255,645 )

(168,642 )

(23,017,162 )

(73,063,311 )

Net loss attributable to non-controlling interest, net of tax

(1,733 )

(61,675 )

(500,940 )

(192,879 )

Net Loss attributable to Ordinary shareholders

(7,253,912 )

(106,967 )

(22,516,222 )

(72,870,432 )

Net loss per share attributable to Ordinary shareholders

Basic and diluted

(0.09 )

(0.00 )

(0.29 )

(1.04 )

Weighted-average number of shares used in computing net loss per share

79,673,597

68,882,560

77,454,509

69,867,792

The

accompanying notes are an integral part of these consolidated financial statements.

Roadzen

Inc.

Unaudited

Condensed Consolidated Statements of Cash Flow

(in

US $, except share count)

For the year ended

March 31,

Particulars

2026

2025

Cash flows from operating activities

Net Loss attributable to Ordinary shareholders

(22,516,222 )

(72,870,432 )

Adjustments to reconcile net loss to net cash used in operating activities:

Depreciation and amortization

2,244,268

2,020,610

Stock based compensation

497,806

47,211,816

Deferred income taxes

(14,303 )

(193,261 )

Unrealised foreign exchange loss/(profit)

(831,009 )

132,121

Gain over liability settled /expenses settled through issuance of equity equity

(64,875 )

Fair value losses/(profits) in financial instruments carried at fair value

3,984,386

14,844,420

Impairment of investment

269,470

1,245,326

Expected credit loss (net of reversal)

2,654,182

246,115

Assets written off

82,032

Balances written off/(back)

(1,545,749 )

(8,143,051 )

Gain on extinguishment of intercompany financial assets and liabilities

(482,689 )

Net total loss attributable to non-controlling interest, net of tax

(500,940 )

(192,879 )

Changes in assets and liabilities, net of assets acquired and liabilities assumed from acquisitions:

Inventories

85,980

(131,868 )

Accounts receivables, net

(4,776,282 )

780,880

Prepayments and other assets

(3,159,457 )

(4,822,952 )

Accounts payable and accrued expenses

225,170

2,833,077

Other liabilities

3,576,831

(1,102,120 )

Net cash used in operating activities

(20,271,401 )

(18,142,198 )

Cash flows from investing activities

Purchase of property and equipment & intangible assets

(1,009,660 )

(424,910 )

Proceeds from sale of mutual fund

112,847

309,289

Net cash used in investing activities

(896,813 )

(115,621 )

Cash flows from financing activities

Proceeds from issue of ordinary shares

6,519,429

7,073,913

Proceeds from issue of equity shares of subsidiary

6,645,789

Net proceeds/(payments) from borrowings

8,279,523

3,669,290

Proceeds from forward purchase agreement

1,000,000

Net cash generated from financing activities

21,444,741

11,743,203

Effect of exchange rate changes on cash and cash equivalents

3,168

Net (decrease)/increase in cash and cash equivalents (including restricted cash)

276,527

(6,511,448 )

Cash acquired in business combination

1,470,453

Cash and cash equivalents at the beginning of the period (including restricted cash)

5,053,640

11,565,088

Cash and cash equivalents at the end of the period (including restricted cash)

6,800,620

5,053,640

Reconciliation of cash and cash equivalents

Cash and cash equivalents

6,578,594

4,836,576

Restricted cash

222,026

217,064

Total cash and cash equivalents

6,800,620

5,053,640

Supplemental disclosure of cash flow information

Cash paid for interest, net of amounts capitalized

2,742,101

1,318,139

Non-cash investing and financing activities

Consideration payable in connection with acquisitions

6,407,380

8,376,253

Interest accrued on borrowings

3,659,399

2,123,633

The

accompanying notes are an integral part of these consolidated financial statements.

Non-GAAP

Financial Measures This press release includes Adjusted Earnings Before Interest, Tax, Depreciation and Amortization (Adjusted EBITDA),

a non-GAAP financial measure which excludes the impact of finance costs, taxes, depreciation and amortization and certain other items

from reported net profit or loss. We believe that Adjusted EBITDA aids investors by providing an operating profit/loss without the impact

of non-cash depreciation and amortization and certain other items to help clarify sustainability and trends affecting the business. For

comparability of reporting, management considers non-GAAP measures in conjunction with U.S. GAAP financial results in evaluating business

performance. Adjusted EBITDA should not be considered a substitute for, or superior to, the measures of financial performance prepared

in accordance with U.S. GAAP. In addition, Adjusted EBITDA does not purport to represent cash flow provided by, or used for, operating

activities in accordance with GAAP and should not be used as a measure of liquidity.

Non-GAAP

financial measures have limitations as analytical tools and should not be considered in isolation or as substitutes for financial information

presented under GAAP. There are a number of limitations related to the use of non-GAAP financial measures versus comparable financial

measures determined under GAAP. For example, other companies in our industry may calculate these non-GAAP financial measures differently

or may use other measures to evaluate their performance. These limitations could reduce the usefulness of these non-GAAP financial measures

as analytical tools. Investors are encouraged to review the related GAAP financial measures and the reconciliations of these non-GAAP

financial measures to their most directly comparable GAAP financial measures and to not rely on any single financial measure to evaluate

our business.

The

following tables reconcile our net loss reported in accordance with U.S. GAAP to Adjusted EBITDA:

For

the three months

ended March 31,

Change

Particulars

2026

2025

amount

Net loss

(7,253,912 )

(106,967 )

(7,146,944 )

6681 %

Adjusted for:

Other (income)/expense net

193,775

(3,861,541 )

4,055,316

-105 %

Interest (income)/expense

1,871,764

714,899

1,156,865

162 %

Gain on bargain purchase

(174,248 )

100 %

Fair value changes in financial instruments carried at fair value(1)

(635,187 )

(1,681,725 )

1,046,538

-62 %

Gain on deconsolidation of subsidiaries

Impairment of goodwill and intangibles with definite life

Impairment of investment

269,470

1,245,326

(975,856 )

-78 %

Tax (benefit)/expense

(46,966 )

69,709

(116,675 )

-167 %

Depreciation and amortization

1,057,462

1,046,539

10,923

1 %

Stock based compensation expense

285,243

76,397

208,846

273 %

Non-cash expenses

2,556,635

493,210

2,063,425

418 %

Non-recurring expenses

1,437,515

386,746

1,050,769

272 %

Adjusted EBITDA

(438,449 )

(1,617,407 )

1,178,958

-73 %

For the year ended

March 31,

Change

Particulars

2026

2025

amount

Net loss

(22,516,222 )

(72,870,432 )

50,354,210

-69 %

Adjusted for:

Other (income)/expense net

(2,329,515 )

(7,073,235 )

4,743,720

-67 %

Interest (income)/expense

7,249,803

3,247,831

4,001,972

123 %

Gain on bargain purchase

(174,248 )

100 %

Fair value changes in financial instruments carried at fair value(1)

3,984,386

14,844,420

(10,860,034 )

-73 %

Gain on deconsolidation of subsidiaries

100 %

Impairment of goodwill and intangibles with definite life

Impairment of investment

269,470

1,245,326

(975,856 )

-78 %

Tax (benefit)/expense

20,212

(13,973 )

34,185

-245 %

Depreciation and amortization

2,244,268

2,020,610

223,658

11 %

Stock based compensation expense

497,806

47,211,816

(46,714,010 )

-99 %

Non-cash expenses

2,990,808

1,649,448

1,341,360

81 %

Non-recurring expenses

4,252,368

1,340,062

2,912,306

217 %

Adjusted EBITDA

(3,510,864 )

(8,398,127 )

4,887,263

-58 %

(1)

Fair value changes in financial instruments are considered to be financing costs as they relate to convertible notes and the Forward

Purchase Agreement. These changes are non-cash as these changes in fair value are affected by the volatility of the Company’s share

price.

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