[10-Q] Roadzen Inc. Quarterly Earnings Report
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM
(Mark One)
| QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 |
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the quarterly period ended
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TABLE OF CONTENTS
| Page | ||
| Cautionary Note Regarding Forward-Looking Statements | ||
| PART I – Financial Information | ||
| ITEM 1. | Financial Statements (Unaudited) | 1 |
| Condensed Consolidated Balance Sheets as of September 30, 2025 and March 31, 2025 | 1 | |
| Condensed Consolidated Statements of Operations for the Three and Six Months Ended September 30, 2025 and 2024 | 2 | |
Condensed Consolidated Statements of Cash Flows for the Six Months Ended September 30, 2025 and 2024 |
3 | |
| Condensed Consolidated Statements of Comprehensive Loss for the Three and Six Months Ended September 30, 2025 and 2024 | 4 | |
| Condensed Consolidated Statement of Shareholders’ deficit | 5 | |
| Notes to Condensed Consolidated Financial Statements | 6 | |
| ITEM 2. | Management’s Discussion and Analysis of Financial Condition and Results of Operations | 36 |
| ITEM 3. | Quantitative and Qualitative Disclosures About Market Risk | 57 |
| ITEM 4. | Controls and Procedures | 57 |
| PART II- Other Information | ||
| ITEM 1. | Legal Proceedings | 58 |
| ITEM 1A. | Risk Factors | 59 |
| ITEM 2. | Unregistered Sales of Equity Securities and Use of Proceeds | 60 |
| ITEM 3. | Defaults Upon Senior Securities | 60 |
| ITEM 4. | Mine Safety Disclosures | 60 |
| ITEM 5. | Other Information | 60 |
| ITEM 6. | Exhibits | 61 |
| SIGNATURES | 62 | |
| i |
Cautionary Note Regarding Forward-Looking Statements
Throughout this section, references to “Roadzen,” “we,” “us,” and “our” refer to Roadzen Inc. and its consolidated subsidiaries as the context so requires.
This Quarterly Report on Form 10-Q 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 our strategy, expansion plans, future operations, future operating results, planned capital raises and balance sheet restructuring, estimated revenues (including from new contracts and joint ventures), losses, projected costs, prospects, plans and objectives of management, agreement in principle to extend the maturity of our debt facility with our senior lender, planned acquisition of majority control of a U.S.-based commercial auto insurance broker, as well as all other statements other than statements of historical fact included in this Form 10-Q. Factors that might cause or contribute to such a discrepancy include, but are not limited to, those described in “Risk Factors,” “Critical Accounting Estimates,” “Results of Operations,” “Quantitative and Qualitative Disclosures About Market Risk” and “Liquidity and Capital Resources” in our other Securities and Exchange Commission (“SEC”) filings. We urge you to consider these factors, risks and uncertainties carefully in evaluating the forward-looking statements contained in this Quarterly Report. 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 Quarterly Report are made only as of the date of this Quarterly Report. 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. Important factors that could cause our actual results and financial condition to differ materially from those indicated in the forward-looking statements include, among others, the following:
● our ability to generate sufficient revenue to achieve and sustain profitability;
● our ability to raise sufficient capital to support our operations and growth;
● the fact that we may be unable to accurately predict our future capital needs, and we may not be able to obtain additional financing to fund our operations on favorable terms or at all;
● substantial regulation and the potential for unfavorable changes to, or our failure to comply with, these regulations, which could substantially harm our business and operating results;
● our management team’s limited experience managing a public company;
● the risk that our significant increased expenses and administrative burdens as a public company could have an adverse effect on our business, financial condition and results of operations;
● the risk that we may not be able to agree on definitive agreements to extend the maturity date of our debt facility with our senior lender;
● the risk that our planned acquisition of majority control of a U.S.-based commercial auto insurance broker may not be completed on the timetable we anticipate, or at all; and
● the other factors set forth in “Risk Factors,” “Critical Accounting Estimates,” “Results of Operations,” “Quantitative and Qualitative Disclosures About Market Risk” and “Liquidity and Capital Resources” in this Quarterly Report and our other SEC filings.
| ii |
PART I - FINANCIAL INFORMATION
Item 1. Financial Statements (Unaudited):
Roadzen Inc.
Unaudited Condensed Consolidated Balance Sheets
(in US $, except share count)
| As of September 30, | As of March 31, | |||||||
| Particulars | 2025 | 2025 | ||||||
| Assets | ||||||||
| Current assets: | ||||||||
| Cash and cash equivalents | ||||||||
| Accounts receivable, net | ||||||||
| Inventories | ||||||||
| Prepayments and other current assets | ||||||||
| Investments | ||||||||
| Total current assets | ||||||||
| Non current assets | ||||||||
| Restricted cash | ||||||||
| Non marketable securities | ||||||||
| Property and equipment, net | ||||||||
| Goodwill | ||||||||
| Operating lease right-of-use assets | ||||||||
| Intangible assets, net | ||||||||
| Other long-term assets | ||||||||
| Total Non current assets | ||||||||
| Total assets | ||||||||
| Liabilities and shareholders’ Equity/(Deficit) | ||||||||
| Current liabilities | ||||||||
| Current portion of long-term borrowings | ||||||||
| Short-term borrowings | ||||||||
| Accounts payable and accrued expenses | ||||||||
| Derivative warrant liabilities | ||||||||
| Short-term operating lease liabilities | ||||||||
| Other current liabilities | ||||||||
| Total current liabilities | ||||||||
| Non current liabilities | ||||||||
| Long-term borrowings | ||||||||
| Long-term operating lease liabilities | ||||||||
| Other long-term liabilities | ||||||||
| Total Non current liabilities | ||||||||
| Total liabilities | ||||||||
| Commitments and contingencies (refer note 22) | - | - | ||||||
| Shareholders’ Equity/(Deficit) | ||||||||
| Ordinary
Shares and additional paid in capital, $ | ||||||||
| Accumulated deficit | ( | ) | ( | ) | ||||
| Accumulated other comprehensive income/(loss) | ( | ) | ( | ) | ||||
| Other components of equity | ||||||||
| Total shareholders’ deficit | ( | ) | ( | ) | ||||
| Share Application Money | ||||||||
| Non-controlling interest | ( | ) | ||||||
| Total deficit | ( | ) | ( | ) | ||||
| Total liabilities and Total Deficit | ||||||||
The accompanying notes are an integral part of these consolidated financial statements.
| 1 |
Roadzen Inc.
Unaudited Condensed Consolidated Statements of Operations
(in US $, except share count)
| Particulars | 2025 | 2024 | 2025 | 2024 | ||||||||||||
| For
the three months ended September 30, | For
the six months ended September 30, | |||||||||||||||
| Particulars | 2025 | 2024 | 2025 | 2024 | ||||||||||||
| Revenue | ||||||||||||||||
| Costs and expenses: | ||||||||||||||||
| Cost of services | ||||||||||||||||
| Research and development | ||||||||||||||||
| Sales and marketing | ||||||||||||||||
| General and administrative | ||||||||||||||||
| Depreciation and amortization | ||||||||||||||||
| Total costs and expenses | ||||||||||||||||
| Loss from operations | ( | ) | ( | ) | ( | ) | ( | ) | ||||||||
| Interest expense (net) | ( | ) | ( | ) | ( | ) | ( | ) | ||||||||
| Fair value gains/(losses) in financial instruments carried at fair value | ( | ) | ( | ) | ||||||||||||
| Other income (net) | ||||||||||||||||
| Total other income/(expense) | ( | ) | ( | ) | ||||||||||||
| Loss before income taxes and equity-method investment activity | ( | ) | ( | ) | ( | ) | ( | ) | ||||||||
| Equity method investment activity, net | - | - | - | - | ||||||||||||
| (Loss)/Income before income tax expense | ( | ) | ( | ) | ( | ) | ( | ) | ||||||||
| Less: income tax (benefit)/expense | ( | ) | ( | ) | ||||||||||||
| Income tax expense | ||||||||||||||||
| Deferred tax expense | ( | ) | ( | ) | ( | ) | ||||||||||
| Less: income tax (benefit)/expense | ( | ) | ( | ) | ||||||||||||
| Net (loss)/income before non-controlling interest | ( | ) | ( | ) | ( | ) | ( | ) | ||||||||
| Net loss attributable to non-controlling interest, net of tax | ( | ) | ( | ) | ( | ) | ( | ) | ||||||||
| Net Loss attributable to Ordinary shareholders | ( | ) | ( | ) | ( | ) | ( | ) | ||||||||
| Net loss per share attributable to Ordinary shareholders | ||||||||||||||||
| Basic and diluted | ( | ) | ( | ) | ( | ) | ( | ) | ||||||||
| Weighted-average number of shares used in computing net loss per share | ||||||||||||||||
The accompanying notes are an integral part of these consolidated financial statements.
| 2 |
Roadzen Inc.
Unaudited Condensed Consolidated Statements of Cash Flow
(in US $, except share count)
| Particulars | 2025 | 2024 | ||||||
| For
the period ended September 30, | ||||||||
| Particulars | 2025 | 2024 | ||||||
| Cash flows from operating activities | ||||||||
| Net loss per share attributable to Ordinary shareholders | ( | ) | ( | ) | ||||
| Adjustments to reconcile net loss to net cash used in operating activities: | ||||||||
| Depreciation and amortization | ||||||||
| Stock based compensation | ||||||||
| Deferred income taxes | ( | ) | ( | ) | ||||
| Unrealised foreign exchange loss/(profit) | ( | ) | ||||||
| Fair value losses/(profits) in financial instruments carried at fair value | ( | ) | ||||||
| Expected credit loss (net of reversal) | ( | ) | ||||||
| Balances written off/(back) | ( | ) | ( | ) | ||||
| Net loss attributable to non-controlling interest, net of tax | ( | ) | ( | ) | ||||
| Changes in assets and liabilities, net of assets acquired and liabilities assumed from acquisitions: | ||||||||
| Inventories | ( | ) | ( | ) | ||||
| Income taxes, net | - | - | ||||||
| Accounts receivables, net | ||||||||
| Prepayments and other assets | ( | ) | ||||||
| Accounts payable and accrued expenses | ( | ) | ||||||
| Other liabilities | ( | ) | ||||||
| Net cash used in operating activities | ( | ) | ( | ) | ||||
| Cash flows from investing activities | ||||||||
| Purchase of property and equipment, intangible assets and goodwill | ( | |||||||
| Proceeds from sale of mutual fund | - | |||||||
| Investment in mutual funds and bonds | ( | ) | - | |||||
| Proceeds from forward purchase agreement | - | |||||||
| Net cash used in investing activities | ( | ) | ||||||
| Cash flows from financing activities | ||||||||
| Proceeds from issue of ordinary shares | - | |||||||
| Proceeds from issue of ordinary shares of subsidiary to the Non-controlling interest | ||||||||
| Net proceeds/(payments) from long term borrowings | ( | ) | - | |||||
| Net proceeds/(payments) from short-term borrowings | ( | ) | ||||||
| Net cash generated from financing activities | ||||||||
| Effect of exchange rate changes on cash and cash equivalents | ||||||||
| Net (decrease)/increase in cash and cash equivalents (including restricted cash) | ( | ) | ( | ) | ||||
| Cash acquired in business combination | - | |||||||
| Cash and cash equivalents at the beginning of the period (including restricted cash) | ||||||||
| Cash and cash equivalents at the end of the period (including restricted cash) | ||||||||
| Reconciliation of cash and cash equivalents | ||||||||
| Cash and cash equivalents | ||||||||
| Restricted cash | ||||||||
| Total cash and cash equivalents | ||||||||
| Supplemental disclosure of cash flow information | ||||||||
| Cash paid for interest, net of amounts capitalized | ||||||||
| Non-cash investing and financing activities | ||||||||
| Consideration payable in connection with acquisitions | ||||||||
| Interest accrued on borrowings | ||||||||
The accompanying notes are an integral part of these consolidated financial statements.
| 3 |
Roadzen Inc.
Unaudited Condensed Consolidated Statements of Comprehensive Loss
(in US $, except share count)
| 2025 | 2024 | 2025 | 2024 | |||||||||||||
| For
the three months ended September 30, | For
the six months ended September 30, | |||||||||||||||
| 2025 | 2024 | 2025 | 2024 | |||||||||||||
| Net (loss)/income | ( | ) | ( | ) | ( | ) | ( | ) | ||||||||
| Net loss per share attributable to Roadzen Inc. common stockholders | ( | ) | ( | ) | ( | ) | ( | ) | ||||||||
| Basic and diluted | ( | ) | ( | ) | ( | ) | ( | ) | ||||||||
| Weighted-average number of shares outstanding used to compute net loss per share attributable to Roadzen Inc. common stockholders | ||||||||||||||||
| Other comprehensive income, net of tax: | ||||||||||||||||
| Changes in foreign currency translation reserve | ( | ) | ( | ) | ( | ) | ||||||||||
| Less: changes in foreign currency translation reserve attributable to non-controlling interest | ( | ) | ||||||||||||||
| Other comprehensive income (loss) attributable to Ordinary shareholders | ( | ) | ( | ) | ( | ) | ||||||||||
| Total comprehensive loss attributable to Ordinary shareholders | ( | ) | ( | ) | ( | ) | ( | ) | ||||||||
The accompanying notes are an integral part of these consolidated financial statements.
| 4 |
Roadzen, Inc.
Unaudited Condensed Consolidated Statement of Shareholders’ deficit
(in US $, except share count)
| Particulars | Amount | Shares | Amount | deficit | Reserve | compensation | loss | deficit | ||||||||||||||||||||||||||
| Shareholders’ Equity/(Deficit) | ||||||||||||||||||||||||||||||||||
Convertible preferred stock |
Ordinary
shares and additional paid in capital | Accumulated | Debenture Redemption | Stock based | Accumulated
other comprehensive | Total shareholders’ | ||||||||||||||||||||||||||||
| Particulars | Shares | Amount |
Shares | Amount | deficit | Reserve | compensation | loss | deficit | |||||||||||||||||||||||||
| Balance as of April 1, 2024 | — | — | ( | ) | ( | ) | ( | ) | ||||||||||||||||||||||||||
| Movement attributable to stock based Compensation Reserve | ||||||||||||||||||||||||||||||||||
| Net profit attributable to ordinary shareholders | — | — | — | — | ( | ) | — | — | — | ( | ) | |||||||||||||||||||||||
| Other comprehensive income | — | — | — | — | — | — | — | ( | ) | ( | ) | |||||||||||||||||||||||
| Balance as of June 30, 2024 | — | — | ( | ) | ( | ) | ( | ) | ||||||||||||||||||||||||||
| Movement attributable to stock based Compensation Reserve | ||||||||||||||||||||||||||||||||||
| Net profit attributable to ordinary shareholders | — | — | — | — | ( | ) | — | — | — | ( | ) | |||||||||||||||||||||||
| Other comprehensive income | — | — | — | — | — | — | — | ( | ) | ( | ) | |||||||||||||||||||||||
| Balance as of September 30, 2024 | — | — | ( | ) | ( | ) | ( | ) | ||||||||||||||||||||||||||
| Balance as of April 1, 2025 | — | — | ( | ) | ( | ) | ( | ) | ||||||||||||||||||||||||||
| Issuance of Ordinary share during the period through PIPE | — | — | — | — | — | — | ||||||||||||||||||||||||||||
| Net profit attributable to Ordinary shareholders | — | — | — | — | ( | ) | — | — | — | ( | ) | |||||||||||||||||||||||
| Other comprehensive income | — | — | — | — | — | — | ( | ) | ( | ) | ||||||||||||||||||||||||
| Movement attributable to stock based Compensation Reserve | — | — | — | — | — | — | — | |||||||||||||||||||||||||||
| Balance as of June 30, 2025 | — | — | ( | ) | ( | ) | ( | ) | ||||||||||||||||||||||||||
| Balance | - | ( | ) | ( | ) | ( | ) | |||||||||||||||||||||||||||
| Issuance of Ordinary share during the period through PIPE | — | — | - | | — | — | — | — | ||||||||||||||||||||||||||
| Net profit attributable to Ordinary shareholders | — | — | — | — | ( | ) | — | — | — | ( | ) | |||||||||||||||||||||||
| Other comprehensive income | — | — | — | — | — | — | — | ( | ) | ( | ) | |||||||||||||||||||||||
| Movement attributable to stock based Compensation Reserve | — | — | — | — | — | — | — | |||||||||||||||||||||||||||
| Issuance of ordinary shares | — | — | — | — | — | — | ||||||||||||||||||||||||||||
| Balance as of September 30, 2025 | — | — | ( | ) | ( | ) | ( | ) | ||||||||||||||||||||||||||
| Balance | - | ( | ) | ( | ) | ( | ) | |||||||||||||||||||||||||||
The accompanying notes are an integral part of these consolidated financial statements.
| 5 |
Roadzen Inc.
Notes to the condensed consolidated financial statements (Unaudited)
(in US$, except per share count)
1. Reorganization and description of business
Roadzen Inc., a British Virgin Islands business company (the “Parent Company”, formerly known as Vahanna Tech Edge Acquisition I Corp; and sometimes referred to in this filing as “Vahanna”) has subsidiaries located in India, the United States and the United Kingdom. The Company is a leading Insurtech platform and provides solutions in relation to insurance products, including distribution, pre-inspection assistance, telematics, claims submission and administration, and roadside assistance. The consolidated financial statements include the accounts of Roadzen Inc. and its subsidiaries (collectively, “Roadzen,” the “Company,” “we” or “us”).
Merger agreement
On September 20, 2023 (the “Closing Date”), Vahanna, Roadzen, Inc., a Delaware corporation (“Roadzen (DE)”), and Vahanna Merger Sub Corp., a Delaware corporation and a direct, wholly owned subsidiary of Vahanna (“Merger Sub”), consummated the Business Combination (as defined below) pursuant to the Agreement and Plan of Merger, dated February 10, 2023, by and among Vahanna, Roadzen (DE) and Merger Sub, as amended by the First Amendment to the Agreement and Plan of Merger, dated June 29, 2023 (as so amended, the “Merger Agreement”). Pursuant to the terms of the Merger Agreement, Merger Sub merged with and into Roadzen (DE), with Roadzen (DE) surviving the merger as a wholly owned subsidiary of Vahanna (the “Merger,” and together with the other transactions contemplated by the Merger Agreement and the other agreements contemplated thereby, the “Business Combination”).
In
connection with the consummation of the Business Combination, Vahanna changed its name to “Roadzen Inc.”. Beginning on
September 21, 2023, the Company’s ordinary shares, par value $
2. Summary of significant accounting policies
| a) | Basis of presentation and consolidation |
The accompanying unaudited condensed consolidated financial statements have been prepared in accordance with generally accepted accounting principles in the United States (“U.S. GAAP”) and the rules and regulations of the Securities and Exchange Commission (the “SEC”). The accompanying consolidated financial statements reflect all adjustments that management considers necessary for a fair presentation of the results of operations for the periods presented.
The accompanying unaudited condensed consolidated financial statements have been prepared on a consolidated basis and reflect the financial statements of the Parent Company and its subsidiaries. All intercompany balances and transactions have been eliminated. When the Company does not have a controlling interest in an investee but exerts significant influence over the investee, the Company applies the equity method of accounting.
| b) | Liquidity and going concern |
The accompanying consolidated financial statements have been prepared assuming the Company will continue as a going concern.
The Company has experienced operating losses in current and preceding periods. As of September 30, 2025 and 2024, the Company also has negative operating cash flows and negative working capital position. These events among others, raise substantial doubt over the Company’s ability to continue as a going concern for a reasonable period of time. The Company expects to have ongoing requirements for capital investment to implement its business plans to achieve revenue growth forecast, control operating costs, and meet cash flow requirements. The Company’s ability to continue as a going concern is dependent upon, among other things, the Company’s mitigation plan to (i) raise additional funds from existing or new credit facilities (ii) receive funds by raising additional share capital and/or (iii) re-structure existing liabilities.
The
Company has undertaken multiple initiatives to achieve these goals, including agreeing to convert certain liabilities into
equity and working to restructure and convert other current liabilities into equity or long-term notes, including the recent announcement
of the agreement in principle to extend its senior secured facility into long-term debt. The Company has also filed a shelf registration
statement on Form S-3 with the SEC, under which it sold equity through a number of separate transactions, raising gross proceeds of $
Based on the progress made to date – demonstrated by completed transactions, advanced negotiations, and investor commitments – management believes it has formulated and is executing a viable plan to obtain sufficient liquidity to meet obligations as they fall due over the next 12 months. As a result, management expects to alleviate the substantial doubt regarding the Company’s ability to continue as a going concern.
The consolidated financial statements do not include any adjustments relating to the recovery of the recorded assets or the classification of the liabilities that might be necessary if the Company is unable to continue as a going concern.
| 6 |
| c) | Use of estimates |
The preparation of the consolidated financial statements in conformity with U.S. GAAP requires management to make estimates and assumptions, which affect the reported amounts in the consolidated financial statements and accompanying notes. Estimates are based on historical experience, where applicable, and other assumptions which management believes are reasonable under the circumstances. On an ongoing basis, the Company evaluates its estimates and underlying assumptions, including those related to the allowance for accounts receivables, fair values of financial instruments, measurement of defined benefit obligations, impairment of non-financial assets, useful lives of property, plant and equipment and intangible assets, income taxes, certain deferred tax assets and tax liabilities, and other contingent liabilities. Although these estimates are inherently subject to judgment and actual results could differ from those estimates, management believes that the estimates used in the preparation of the consolidated financial statements are reasonable.
Estimates and underlying assumptions are reviewed on an ongoing basis. Revisions to accounting estimates are recognized in the period in which the estimates are revised and in any future periods affected.
| d) | Contract assets and liabilities |
A contract asset (unbilled revenue) is the right to receive consideration in exchange for goods or services transferred to the customer. If the Company performs by transferring goods or services to a customer before the customer pays consideration or before payment is due, a contract asset is recognized for the earned consideration that is conditional.
Contract liabilities consist of amounts paid by the Company’s customers for which the associated performance obligations have not been satisfied and revenue has not been recognized based on the Company’s revenue recognition criteria described above.
Contract liabilities are classified as current in the consolidated balance sheet when the revenue recognition associated with the related customer payments and invoicing is expected to occur within one year of the balance sheet date and as long-term when the revenue recognition associated with the related customer payments and invoicing is expected to occur in more than one year from the balance sheet date.
| e) | Cash and cash equivalents |
Cash and cash equivalents primarily represent cash balances in current bank accounts. The Company considers all short-term deposits with an original maturity of three months or less, when purchased, to be cash equivalents.
| f) | Restricted cash and cash equivalents |
Restricted cash and cash equivalents are pledged as security for contractual arrangements. Restricted cash and cash equivalents are classified as current and noncurrent assets based on the term of the remaining restriction.
| g) | Concentration of credit risk |
Financial instruments that potentially subject the Company to concentration of credit risk are reflected principally in cash and cash equivalents, investment in equity securities and accounts receivable. The Company places its cash and cash equivalents and funds with banks that have high credit ratings, limits the amount of credit exposure with any one bank and conducts ongoing evaluations of the creditworthiness of the corporations and banks with which it does business. The Company holds cash and cash equivalent concentrations in financial institutions around the world in excess of federally insured limits. The Company has not experienced any losses to date related to these concentrations.
| 7 |
| h) | Accounts receivable, net |
Accounts receivable from contracts with customers are recorded at the invoiced amounts. The Company recognizes an allowance for credit losses in accordance with Accounting Standards Codification (“ASC”) 326 using the Current Expected Credit Loss (CECL) model. The allowance reflects management’s estimate of lifetime expected credit losses based on historical experience, current conditions, and reasonable and supportable forecasts.
We apply the aging method and the simplified approach permitted under ASC 326 for trade receivables. Receivables are evaluated on a collective basis, and loss rates are determined based on the aging of balances. Historical loss rates are updated periodically. Based on our assessment, historical loss experience continues to provide the most reliable basis for estimating expected credit losses.
Receivables are written off when they are deemed uncollectible, with the corresponding amount charged against the allowance for credit losses. Recoveries of amounts previously written off are recognized when received and recorded as a reduction to the provision for credit losses. The provision is presented within noninterest expense—general and administrative in the consolidated statements of operations and comprehensive income (loss).
Management reviews the allowance for credit losses regularly. Changes in estimates or assumptions, or updates to customer-specific facts and circumstances, may result in adjustments to the allowance in the period such changes occur.
| i) | Property and equipment |
Property and equipment represents the costs of furniture and fixtures, office and computer equipment, and leasehold improvements. Property and equipment cost also includes any costs necessarily incurred to bring assets to the condition and location necessary for its intended use. Property and equipment are stated at cost, less accumulated depreciation and impairment losses. Depreciation is calculated using declining balance method over the assets’ estimated useful lives as follows:
Schedule of depreciation over the assets estimated useful lives
| Assets | Useful lives | |
| Office and electrical equipment | ||
| Computers | ||
| Furniture and fixtures |
Leasehold improvements related to office facilities are depreciated over the shorter of the lease term or the estimated useful life of the improvement.
The Company reviews the remaining estimated useful lives of its property and equipment on an ongoing basis. Management is required to use judgment in determining the estimated useful lives of such assets. Changes in circumstances such as technological advances, changes to the Company’s business model, changes in the Company’s business strategy, or changes in the planned use of property and equipment could result in the actual useful lives differing from the Company’s current estimates. In cases where the Company determines that the estimated useful life of property and equipment should be shortened or extended, the Company would apply the new estimated useful life prospectively.
The Company reviews property and equipment for impairment when events or circumstances indicate the carrying amount may not be recoverable.
Costs of maintenance and repairs that do not improve or extend the lives of the respective assets are expensed as incurred. Upon retirement or sale, the cost and related accumulated depreciation are removed from the balance sheet and the resulting gain or loss is reflected in operating expenses.
| 8 |
| j) | Intangible assets, net |
The Company capitalizes costs incurred on its internal-use software during the application development stage as intangibles under development. Costs related to preliminary project activities and post implementation activities are expensed as incurred. Once the developed software is available for intended use, capitalization ceases, and the Company estimates the useful life of the asset and begins amortization.
Internal-use
software is amortized on a straight-line basis over its estimated useful life, which is generally
The Company evaluates the useful lives of these assets on an annual basis and tests for impairment whenever events or changes in circumstances occur that could impact the recoverability of these assets.
| k) | Leases |
The Company accounts for leases in accordance with Accounting Standards Codification 842, “Leases” (“ASC 842”). The Company elected the “package of practical expedients,” which permits us not to reassess under ASC 842 our prior conclusions about lease identification, lease classification and initial direct costs. The Company made a policy election not to separate non-lease components from lease components, therefore, the Company accounts for lease and non-lease components as a single lease component. The Company also elected the short-term lease recognition exemption for all leases that qualify.
The Company determines if a contract contains a lease at inception of the arrangement based on whether the Company has the right to obtain substantially all of the economic benefits from the use of an identified asset and whether it has the right to direct the use of an identified asset in exchange for consideration, which relates to an asset which the Company does not own. Right of use (“ROU”) assets represent the Company’s right to use an underlying asset for the lease term and lease liabilities represent its obligation to make lease payments arising from the lease. ROU assets are recognized as the lease liability, adjusted for lease incentives received. Lease liabilities are recognized at the present value of the future lease payments at the lease commencement date. The interest rate used to determine the present value of the future lease payments is the Company’s incremental borrowing rate (“IBR”), because the interest rate implicit in most of its leases is not readily determinable. The IBR is a hypothetical rate based on our understanding of what the Company’s credit rating would be to borrow and resulting interest it would pay to borrow an amount equal to the lease payments in a similar economic environment over the lease term on a collateralized basis. Lease payments may be fixed or variable; however, only fixed payments or in-substance fixed payments are included in the Company’s lease liability calculation. Variable lease payments may include costs such as common area maintenance, utilities, real estate taxes or other costs.
Variable lease payments are recognized in operating expenses in the period in which the obligation for those payments are incurred.
Operating leases are included in operating lease ROU assets, short-term operating lease liabilities, current and long-term operating lease liabilities, non-current on the Company’s consolidated balance sheets. Finance leases are included in property and equipment, net, accrued and other current liabilities, and other long-term liabilities on the Company’s consolidated balance sheets. For operating leases, lease expense is recognized on a straight-line basis in operations over the lease term. For finance leases, lease expense is recognized as depreciation and interest; depreciation on a straight-line basis over the lease term and interest using the effective interest method.
| l) | Fair value measurements and financial instruments |
The Company holds financial instruments that are measured and disclosed at fair value. Fair value is determined in accordance with a fair value hierarchy that prioritizes the inputs and assumptions used, and the valuation techniques used to measure fair value. The three levels of the fair value hierarchy are described as follows:
| Level 1 inputs: | Unadjusted quoted prices in active markets for identical assets or liabilities accessible to the reporting entity at the measurement date. |
| Level 2 inputs: | Other than quoted prices included in Level 1 inputs that are observable for the asset or liability, either directly or indirectly, for substantially the full term of the asset or liability. |
| Level 3 inputs: | Unobservable inputs for the asset or liability used to measure fair value to the extent that observable inputs are not available, thereby allowing for situations in which there is little, if any, market activity for the asset or liability at measurement date. |
| 9 |
The Company’s assessment of the significance of a particular input to the fair value measurement requires judgment and may affect the valuation of fair value assets and liabilities and their placement within the fair value hierarchy levels. The Company establishes the fair value of its assets and liabilities using the price that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants at the measurement date and established a fair value hierarchy based on the inputs used to measure fair value. The recorded amounts of certain financial instruments, including cash and cash equivalents, restricted cash and cash equivalents, accounts receivable, accounts payable, and accrued expenses and other liabilities approximate fair value due to their relatively short maturities.
| m) | Business combination |
The Company accounts for an acquisition as a business combination if the assets acquired and liabilities assumed in the transaction constitute a business in accordance with ASC Topic 805 “Business Combinations.” Such acquisitions are accounted using the acquisition method i.e., by recognizing the identifiable tangible and intangible assets acquired and liabilities assumed, and any non-controlling interest in the acquired business, measured at their acquisition date fair values. Where the set of assets acquired and liabilities assumed do not constitute a business, it is accounted for as an asset acquisition where the individual assets and liabilities are recorded at their respective relative fair values corresponding to the consideration transferred.
| n) | Goodwill |
Goodwill represents the excess of the purchase price over the fair value of net assets acquired in business acquisitions accounted for using the acquisition method of accounting and is not amortized. Goodwill is measured and tested for impairment on an annual basis in accordance with ASC 350, Intangibles - Goodwill and Other, or more frequently if an event occurs or circumstances change that would more likely than not reduce the fair value of a reporting unit below its carrying amount. Such events and changes may include: significant changes in performance related to expected operating results, significant changes in asset use, significant negative industry or economic trends, and changes in our business strategy.
The Company’s test for goodwill impairment starts with a qualitative assessment to determine whether it is necessary to perform the quantitative goodwill impairment test. If qualitative factors indicate that the fair value of the reporting unit is more likely than not less than its carrying amount, then a quantitative goodwill impairment test is performed. For the purposes of impairment testing, the Company determined that it has five reporting unit.
| o) | Foreign currency |
The Company’s consolidated financial statements are reported in U.S. Dollars (“$” or “USD”), the Parent Company’s functional currency. The functional currency for the Company’s subsidiaries in India, is the Indian Rupee (“INR”), the functional currency of the Company’s subsidiary in the United Kingdom is the British Pound Sterling (“GBP”). The translation of the functional currency of the Company’s subsidiaries into USD is performed for balance sheet accounts using the exchange rates in effect as of the balance sheet date and for revenues and expense accounts using an average exchange rate prevailing during the respective period. The gains or losses resulting from such translation are reported as currency translation adjustments (“CTA”) under other comprehensive income/loss, or under accumulated other comprehensive income/loss as a separate component of equity.
Monetary assets and liabilities of the Company and its subsidiaries that are denominated in currencies other than the subsidiary’s functional currency are translated into their respective functional currency at the rates of exchange prevailing on the balance sheet date. Transactions of the Company and its subsidiaries that are denominated in currencies other than the subsidiary’s functional currency are translated into the respective functional currencies at the average exchange rate prevailing during the period of the transaction. The gains or losses resulting from foreign currency transactions are included in the consolidated statements of operations.
| 10 |
| p) | Employee benefit plans |
Contributions to defined contribution plans are charged to consolidated statements of operations in the period in which services are rendered by the covered employees. Current service costs for defined benefit plans are accrued in the period to which they relate. The liability from defined benefit plans is calculated annually by the Company using the projected unit credit method. Prior service cost, if any, resulting from an amendment to a plan is recognized and amortized over the remaining period of service of the covered employees.
The Company records annual amounts relating to its defined benefit plans based on calculations that incorporate various actuarial and other assumptions, including discount rates, mortality, future compensation increases and attrition rates. The Company reviews its assumptions on an annual basis and makes modifications to the assumptions based on current rates and trends when it is appropriate to do so. The effect of modifications to those assumptions is recorded in its entirety immediately. The Company believes that the assumptions utilized in recording its obligations under its plans are reasonable based on its experience and market conditions.
| q) | Inventories |
Inventories are stated at the lower of cost and net realizable value. Cost is determined using the first-in, first-out method (FIFO) for all inventories.
| r) | Income taxes |
The Company accounts for income taxes using the asset and liability method, which requires the recognition of deferred tax assets and liabilities for the expected future tax consequences of events that have been recognized in the Company’s consolidated financial statements. In estimating future tax consequences, generally all expected future events other than enactments or changes in the tax law or rates are considered.
The Company accounts for uncertainty in tax positions recognized in the consolidated financial statements by recognizing a tax benefit from an uncertain tax position when it is more likely than not that the position will be sustained upon examination, including resolutions of any related appeals or litigation processes, based on the technical merits. Income tax positions must meet a more-likely-than-not recognition threshold at the effective date to be recognized.
Deferred tax assets and liabilities are recognized for future tax consequences attributable to differences between the financial statement carrying amounts of existing assets and liabilities and their tax bases and for all operating loss and tax credit carryforwards, if any. Deferred tax assets and liabilities are measured using enacted tax rates expected to apply to taxable income in the years in which those temporary differences are expected to be recovered or settled. The effect on deferred tax assets and liabilities of a change in tax laws or rates is recognized in the consolidated statement of income in the period that includes the enactment date. Deferred tax assets are reduced by a valuation allowance if, based on the weight of available evidence, it is more likely than not that some portion or all of the deferred tax assets will not be realized.
Future realization of deferred tax assets ultimately depends on the existence of sufficient taxable income of the appropriate character within the carryback or carryforward periods available under the applicable tax law.
The Company regularly reviews the deferred tax assets for recoverability based on historical taxable income, projected future taxable income, the expected timing of the reversals of existing temporary differences and tax planning strategies. The Company’s judgment regarding future profitability may change due to many factors, including future market conditions and the ability to successfully execute the business plans and/or tax planning strategies. Should there be a change in the ability to recover deferred tax assets, the Company’s income tax provision would increase or decrease in the period in which the assessment is changed.
| 11 |
| s) | Loss per share attributable to Ordinary shareholders |
Basic net loss per ordinary share is computed by dividing the net loss available to ordinary shareholders (the numerator) by the weighted average number of ordinary shares outstanding (the denominator) during the period. Diluted net loss per ordinary share is computed by dividing the net loss available to ordinary shareholders by the weighted average number of ordinary shares and potential ordinary shares outstanding when the impact is not antidilutive. Potential ordinary shares from stock options, unvested restricted stock units and ordinary share warrants are computed using the treasury stock method. Contingently issuable shares are included in basic net loss per share only when there is no circumstance under which those shares would not be issued. Shares issuable for little or no cash consideration shall be considered outstanding ordinary shares and included in the computations of basic and diluted net loss per share.
| t) | Public and Private Placement Warrants |
Each whole Public Warrant and Private Placement Warrant (as such term is defined in Note 16 below) entitles the holder to purchase one Ordinary Share of the Company.
The Private Warrants do not meet the derivative scope exception and are accounted for as derivative liabilities. Specifically, the Private Warrants contain provisions that cause the settlement amounts to be dependent upon the characteristics of the holder of the warrant which is not an input into the pricing of a fixed-for-fixed option on equity shares. Therefore, the Private Warrants are not considered indexed to the Company’s stock and should be classified as a liability. Since the Private Warrants meet the definition of a derivative, the Company records the Private Warrants as liabilities in the consolidated balance sheet at fair value upon, with subsequent changes in the fair value recognized in the consolidated statements of operations at each reporting date. The fair value of the Private Warrants are measured using the Black-Scholes option-pricing model.
The Public Warrants are not accounted for as liabilities. The Public Warrants will not be adjusted for issuances of Ordinary Shares at a price below its exercise price. Additionally, in no event will the Company be required to net cash settle the Public Warrants.
See Note 16 for further information regarding the fair value of the Public and Private Warrants.
| u) | Investments |
Mutual Fund
These investments are classified as available-for-sale securities and are measured at fair value based on quoted market prices in accordance with ASC 320 and ASC 820.
| v) | Non marketable securities |
Equity securities
Equity investments with a readily determinable fair value, other than equity method investments, are measured at fair value with changes in fair value recognized in the consolidated statements of operations. Equity investments without a readily determinable fair value, are measured at cost, less any impairment.
| w) | Commitments and contingencies |
Liabilities for loss contingencies arising from claims, assessments, litigation, fines, and penalties and other sources are recorded when it is probable that a liability has been incurred and the amount can be reasonably estimated. Legal costs incurred in connection with loss contingencies are expensed as incurred. Recoveries of environmental remediation costs from third parties that are probable of realization are separately recorded as assets and are not offset against the related environmental liability.
| 12 |
| x) | Revenue |
Revenues consist primarily of revenue from:
| - | insurance policy distribution in the form of commissions, brokerage, underwriting and other fees; and | |
| - | insurance support services comprised of pre-inspection and risk assessment, roadside assistance, extended warranty, and claim processing using the Company’s IaaS platform. |
The Company recognizes revenue at the time of transfer of promised goods or services to customers in an amount that reflects the consideration to which the Company expects to be entitled in exchange for those goods or services. Revenues cannot be recognized until the performance obligation(s) are satisfied and control is transferred to the customer.
Income from distribution of insurance policies
Insurance policy distribution and brokerage income:
The Company enters into contracts with insurance companies for the purpose of distributing insurance products to end consumers. The Company’s performance obligation under these contracts is to sell insurance policies to earn commissions, brokerage and other fees. Revenue from distribution services is recognized at a point in time when the related services are rendered as per the terms of the agreement with customers. Revenue is disclosed net of the Goods and Service tax charged on such services.
Distribution fee from underwriting and pricing:
The Company enters into contracts with insurance companies for the purpose of underwriting insurance products for the automotive segment, including its pricing, on behalf of insurers. The risk of underwriting the insurance contract is covered by the insurer and thus the Company is considered as an agent for the purpose of recognizing revenue. The Company’s performance obligation under these contracts is to underwrite and price the policies.
The Company generates underwriting fees termed as managing general agent (“MGA”) fees. The underwriting fees are determined as a percentage of net insurance premiums payable to the insurer (net of all commissions, royalties, and administration fees). Revenue from underwriting and pricing is recognized upfront based on the point in time i.e., at the time the policy is issued to the customer.
IaaS platform enabled services:
Roadside assistance and extended warranty income:
The Company enters into contracts with insurance companies and other subscribers in order to provide roadside assistance services and extended warranty services to their policyholders/subscribers. The Company’s performance obligation under these contracts is to provide roadside assistance and extended warranty services as a stand ready obligation. The Company is the primary obligor in these transactions and has latitude in establishing prices and selecting and contracting with suppliers, and is accordingly considered as principal for the purpose of recognizing gross revenue. Revenue from roadside assistance and extended warranty services is recorded over the tenure of contract which is usually one year.
Inspection income:
The Company enters into contracts with insurance companies to inspect vehicles for accident claims made by their policyholders. The Company’s performance obligation under these contracts is to inspect and assist in assessing claims for and on behalf of the customers, i.e. the insurance companies. The Company engages with multiple vendors to provide these services in different geographies. The Company is the primary obligor in the transaction and has latitude in establishing prices, and selecting and contracting with suppliers, and is accordingly considered as principal for the purpose of recognizing revenue. Revenue from inspection and risk assessment is recorded when the inspections are conducted.
| 13 |
Administration fee from insurance support and service plan administration:
The Company enters into contracts with insurance companies to provide insurance support services which includes premium collection, policy administration, claims handling and processing, customer service, updating customer files, etc., to provide better customer experience for the policyholders/subscribers. Revenue is recognized over time as the performance obligations are satisfied through the effort expended to research, investigate, evaluate, document and process claims, and control of these services are transferred to customers/insurance companies. The Company’s obligation to manage and process claims under insurance support services can range from one to seven years. The Company receives administration fees from its customers at inception of the contract prior to completion of transferring the services to the customer.
The Company’s performance obligation under these contracts is to provide the above services as a stand ready obligation. The obligation to provide insurance services lies with the insurer and the Company has no interest other than receiving the commission/management fee retained. The Company provides the above services on behalf of the insurance companies and is accordingly considered as an agent for the purpose of recognizing revenue.
The Company enters into contracts with Original Equipment Manufacturers (“OEMs”) primarily to administer the service plans/extended warranty programs launched by OEMs. The Company’s performance obligation under these contracts is to administer these programs. The Company acts on behalf of the OEMs and is accordingly considered as an agent for the purpose of recognizing revenue, as the primary obligation to fulfill the service/extended warranty programs belongs to the OEMs. The administration fees received from the provision of service plan administration is recorded ratably over the tenure of contract which usually ranges from one to seven years.
| y) | Expenses |
Below is a brief description of the components of the Company’s expenses:
| i. | Cost of services |
The cost of services for the Company’s distribution business includes employee-related expenses directly involved in generating and servicing revenue and other direct expenses related to facilities.
For the Company’s IaaS platform-based services cost of revenue primarily consists of direct costs incurred for delivering the services to customers and the cost of onsite engineering support for roadside assistance, employee related expenses, risk assessment expenses and other direct expenses. Amounts incurred towards vendors/suppliers for inspections and roadside assistance also form part of direct cost. Cost of services also includes cost of telematics devices sold through different subscription or upfront sale models.
Cost of services are recognized as they are incurred.
| ii. | Sales, marketing and business development expense |
Sales expenses include costs related to brokerage income which is derived from sale of insurance policies such as broker expenses, cost of sales, promotion expense, and travel and entertainment expenses. Broker expense is the compensation paid to our channel partners when an insurance policy is written through a broker relationship. This function also includes expenses incurred directly or indirectly for selling and marketing a product or service and costs spent on/by personnel employed under the sales or marketing departments, as well as share-based compensation expenses. These expenses also include marketing efforts made by the Company to expand its market reach for distributing insurance policies. The expenses include advertisements through different mediums to reach end-customers of insurance companies to enhance awareness and educate end-customers.
| iii. | General and administrative expenses |
General and administrative expenses include personnel costs for corporate, finance, legal and other support staff, including bonus and share-based compensation expenses, professional fees, allowance for doubtful accounts and other corporate expenses.
| 14 |
| iv. | Research and development expense |
Research and development expense consists of personnel costs incurred by the technology development team, subscription costs and other costs associated with ongoing improvements to, and maintenance of, internally developed software, as well as share based compensation expenses and allocation of certain corporate costs.
| z) | Recently issued accounting pronouncements and not yet adopted |
The Company is an “emerging growth company,” as defined in Section 2(a) of the Securities Act of 1933, as amended (the “Securities Act”), as modified by the Jumpstart Our Business Startups Act of 2012 (the “JOBS Act”). The JOBS Act provides that an emerging growth company can take advantage of an extended transition period for complying with new or revised accounting standards. Thus, an emerging growth company can delay the adoption of certain accounting standards until those standards would otherwise apply to private companies. The Company has elected to take advantage of the extended transition period to comply with new or revised accounting standards and to adopt certain of the reduced disclosure requirements available to emerging growth companies. As a result of the accounting standards election, the Company will not be subject to the same implementation timeline for new or revised accounting standards as other public companies that are not emerging growth companies, which may make comparison of the Company’s financial statements to those of other public companies more difficult.
i. In June 2022, the FASB issued ASU 2022-03, ASC Subtopic 820 “Fair Value Measurement of Equity Securities Subject to Contractual Sale Restrictions”. The FASB issued this update (1) to clarify the guidance in Topic 820, Fair Value Measurement, when measuring the fair value of an equity security subject to contractual restrictions that prohibit the sale of an equity security, (2) to amend a related illustrative example, and (3) to introduce new disclosure requirements for equity securities subject to contractual sale restrictions that are measured at fair value in accordance with Topic 820. ASU 2022-03 is effective for the Company for annual periods beginning after December 15, 2024, and interim periods within those fiscal years, with early adoption permitted. The Company is still evaluating the impact of this pronouncement on the consolidated financial statements.
ii. In December 2023, the FASB issued Accounting Standards Update 2023-09, “Improvements to Income Tax Disclosures” (“ASU 2023-09”), which provides for additional disclosures primarily related to the income tax rate reconciliations and income taxes paid. ASU 2023-09 requires entities to annually disclose the income tax rate reconciliation using both amounts and percentages, considering several categories of reconciling items, including state and local income taxes, foreign tax effects, tax credits and nontaxable or nondeductible items, among others. Disclosure of the reconciling items is subject to a quantitative threshold and disaggregation by nature and jurisdiction. ASU 2023-09 also requires entities to disclose net income taxes paid or received to federal, state and foreign jurisdictions, as well as by individual jurisdiction, subject to a five percent quantitative threshold. ASU 2023 -09 may be adopted on a prospective or retrospective basis and is effective for fiscal years beginning after December 15, 2024 with early adoption permitted. The Company is currently evaluating the guidance and expects it to only impact disclosures with no impact to results of operations, cash flows, or financial condition.
iii. In November 2024, the FASB issued ASU 2024-03, “Income Statement - Reporting Comprehensive Income – Expense Disaggregation Disclosures: Disaggregation of Income Statement Expenses,” which requires disclosure of disaggregated information about specific categories underlying certain income statement expense line items in the footnotes to the financial statements for both annual and interim periods. ASU 2024-03 is effective for the Company for annual periods beginning after December 15, 2026, and interim reporting periods within annual periods beginning after December 15, 2027. Early adoption is permitted. The Company is evaluating the impact of this pronouncement on the consolidated financial statements.
| aa) | Recent Accounting Pronouncements - Accounting Standards Adopted |
In November 2023, the FASB issued ASU No. 2023-07, Segment Reporting (Topic 280): Improvements to Reportable Segment Disclosures, which requires a public entity to disclose significant segment expenses and other segment items on an annual and interim basis and provide in interim periods all disclosures about a reportable segment’s profit or loss and assets that are currently required annually. It requires a public entity to disclose the title and position of the Chief Operating Decision Maker. The new standard is effective for fiscal years beginning after December 15, 2023, and interim periods within fiscal years beginning after December 15, 2024, with early adoption permitted. A public entity should apply the amendments in this ASU retrospectively to all prior periods presented in the financial statements. The Company adopted the new standard effective March 31, 2025, which impacted disclosures only, with no impact to results of operations, cash flows, or financial condition.
| 15 |
3. Cash, cash equivalents and restricted cash
Schedule of cash, cash equivalents and restricted cash
| As
of September 30, 2025 | As
of March 31, 2025 | |||||||
| Balances with banks | ||||||||
| In current accounts | ||||||||
| Balances with banks In current accounts | ||||||||
| Cash in hand | ||||||||
| Cash and cash equivalents | ||||||||
| Restricted cash and cash equivalents (non - current) | ||||||||
4. Accounts receivables, net
Schedule of Accounts receivables net
| As
of September 30, 2025 | As
of March 31, 2025 | |||||||
| Accounts receivable | ||||||||
| Less: allowance for credit losses | ( | ) | ( | ) | ||||
| Accounts receivable, net | ||||||||
The following table provides details of the Company’s allowance for credit accounts:
Schedule of account receivables, allowance for credit accounts
| Balance, beginning of period | ||||||||
| Additions charged | ||||||||
| Existing allowance in acquired entities | - | - | ||||||
| Effect of exchange rate changes | ( | ) | ||||||
| Balance, end of period |
5. Prepayments and other current assets
Schedule of prepayments and other current assets
| As
of September 30, 2025 | As
of March 31, 2025 | |||||||
| Balance with statutory authorities | ||||||||
| Unbilled revenue | ||||||||
| Advances given (net of doubtful advances of $ | ||||||||
| Other receivables (net of doubtful receivables of $ | - | |||||||
| Prepayments | ||||||||
| Forward purchase agreement | ||||||||
| Deposits | ||||||||
| Interest Accrued | - | |||||||
| Prepayments and other current assets | ||||||||
| 16 |
i) Advances given include:
a)
$
b)
$
c)
$
d)
$
ii) Forward purchase agreement
On August 25, 2023, the company entered into an agreement with (i) Meteora Capital Partners, LP (“MCP”), (ii) Meteora Select Trading Opportunities Master, LP (“MSTO”), and (iii) Meteora Strategic Capital, LLC (“MSC” and, collectively with MCP and MSTO, “Seller”) (the “Forward Purchase Agreement” or “FPA”) for OTC Equity Prepaid Forward Transactions.
The
FPA represents the recognition of the cash payments to the Seller of $
A contractual dispute arose between the Company and the Seller, regarding alleged breaches of the terms of the FPA. In April 2025, the Company initiated legal proceedings against the Seller in Florida, citing that despite negotiated safeguards, Meteora sold shares without honoring its payment obligations or providing the required notices under the FPA. The Seller subsequently filed a counterclaim, alleging breach of contract by the Company on the grounds of non-registration of the FPA Subscription Shares. In September 2025, the Company filed a new, expanded lawsuit in the U.S. District Court for the Southern District of New York alleging securities fraud and violations of the Racketeer Influenced and Corrupt Organizations (“RICO”) Act, and in October 2025 voluntarily withdrew its original Florida complaint to include it with the New York action to consolidate cases. The dispute includes disagreement over the number of outstanding shares with the Seller as reported by the Company versus those disclosed in the Seller’s filing of Schedule 13G/A with the Securities Exchange Commission, and the termination date of the FPA.
Due to the ongoing uncertainty regarding the resolution of these matters and unavailability of any reliable accounting estimate as of the reporting date, the Company has continued to value its FPA receivable on the latest available Fair Valuation report obtained before the above-mentioned contractual dispute i.e. as of December 31, 2024. The FPA remains classified as a financial instrument, and its fair value will be reassessed in future periods once the dispute is resolved and adequate valuation inputs are accessible.
Assumptions used in calculating estimated fair value of Forward Purchase Agreement as of December 31, 2024 is as follows:
Schedule of assumptions used in calculating estimated fair value
| Volatility | % | |||
| Risk-free rate | % | |||
| Dividend yield | % | |||
| Strike price | ||||
| Remaining term (years) |
| 17 |
6. Non-marketable securities
The Company evaluates its non-marketable equity securities for impairment in each reporting period based on a qualitative assessment that considers various potential impairment indicators. This evaluation consists of several factors including, but not limited to, an assessment of significant adverse change in the economic environment, significant adverse changes in the general market condition of the geographies and industries in which our investees operate, and other available financial information as per the local reporting requirements applicable to the relevant jurisdictions that affects the value of our non-marketable equity securities.
| Moonshot - Internet SAS (“Moonshot”) |
Roadzen
(DE) invested $
7. Property and equipment, net
The components of property and equipment, net were as follows:
Schedule of property plant and equipment, net
| As
of September 30, 2025 | As
of March 31, 2025 | |||||||
| Computers | ||||||||
| Office equipment | ||||||||
| Motor Vehicle and other equipment | ||||||||
| Furniture & fixtures | ||||||||
| Electrical equipment | ||||||||
| Leasehold improvements | ||||||||
| Total | ||||||||
| Less: Accumulated depreciation | ( | ) | ( | ) | ||||
| Property and equipment, net | ||||||||
For
the quarter ended September 30, 2025, the Company capitalized property and equipment amounting to $
The
Company capitalized assets totaling $
Depreciation
expense on property and equipment amounted to $
| 18 |
8. Intangible assets, net
Schedule of finite-lived intangible assets
| As
of September 30, 2025 | As
of March 31, 2025 | |||||||
| Software for internal use | ||||||||
| Customer contracts | ||||||||
| Intangible assets under development | ||||||||
| Intellectual property | ||||||||
| Trademark | ||||||||
| Total | ||||||||
| Less: accumulated depreciation and amortization | ( | ) | ( | ) | ||||
| Less: impairment loss | ( | ) | ( | ) | ||||
| Intangible assets, net | ||||||||
For
the year ended March 31, 2025, the Company derecognized intangible assets totaling $
The Company conducted a qualitative assessment of its intangible assets and concluded that it is more likely than not that the carrying amount of the acquired entities does not exceed their fair value. As such, no impairment was recorded.
The estimated amortization schedule for the Company’s intangible assets for future periods is set out below:
Schedule of estimated amortization of company’s intangible assets for future periods
| For Year Ended September 30, 2025: | Amount | |||
| 2026 | ||||
| 2027 | ||||
| 2028 and thereafter | ||||
9. Other long-term assets
Schedule of other long term assets
| As
of September 30, 2025 | As
of March 31, 2025 | |||||||
| Deposits | ||||||||
| Advances | ||||||||
| Interest accrued | - | |||||||
| Other long-term assets | ||||||||
10. Accounts payable and accrued expenses
Schedule of accounts payable and accrued expenses
| As
of September 30, 2025 | As
of March 31, 2025 | |||||||
| Accounts payable | ||||||||
| Accrued expenses | ||||||||
| Amounts due to employees | ||||||||
| Due to insurer | ||||||||
| Accounts payable and accrued expenses | ||||||||
| 1) | Accounts
Payable includes related to the cost of services, operating expenses and SPAC Payable amounting to $ |
| 2) | Accrued
Expenses comprise related to the cost of services, operating expenses, interest due but not paid and related party balances totaling
$ |
| 3) | Amounts
Due to Employees, comprising salary and reimbursement payables, include related party balances of $ |
| 4) | Sum
due to insurer represents the net amounts of premium due to insurer based on the respective contract with each insurer. The net amount
due is equal to the gross written premium less the Company’s commission for policies that have reached their effective date.
Sum due to insurer is $ |
| 19 |
11. Other current liabilities
Other current liabilities consist of the following:
Schedule of other current liabilities
| As
of September 30, 2025 | As
of March 31, 2025 | |||||||
| Statutory liabilities | ||||||||
| Deferred revenue | ||||||||
| Advances from customers | ||||||||
| Retirement benefits | ||||||||
| Convertible Promissory Note | - | - | ||||||
| Other payables | ||||||||
| Other current liabilities | ||||||||
Other
Payables include consideration of $
12. Derivative warrant liabilities
Fair
valuation of warrants issued to lenders as a part of a senior secured note agreement entered into between Roadzen (DE) and Mizuho Securities
USA LLC (“Mizuho”) on June 30, 2023 as administrative agent amounting to $
The assumptions used in calculating estimated fair value of the warrant due as of September 30, 2025 is as follows:
Schedule of assumptions used in calculating estimated fair value
| Closing price | $ | |||
| Risk Free rate | % | |||
| Dividend Yield | % | |||
| Volatility | % | |||
| Expected Life of the option |
Pursuant
to the terms of a securities purchase agreement entered into on March 28, 2024 among the Company, Ms. Supurna VedBrat and Krishnan-Shah
Family Partners, LP (the “March 2024 SPA”), the Company issued on April 22, 2024 warrants to purchase
The assumptions used in calculating estimated fair value of warrants due as of September 30, 2025 is as follows:
Schedule of assumptions used in calculating estimated fair value
| Closing price | $ | |||
| Risk Free rate | % | |||
| Volatility | % | |||
| Expected Life of the option |
| 20 |
13. Borrowings
Schedule of long term borrowings
| A. | Long-term borrowings consist of the following: |
| As
of September 30, 2025 | As
of March 31, 2025 | |||||||
| Loans from banks (note a) | ||||||||
| Secured debentures (note b) | ||||||||
| Convertible debenture (note c) | ||||||||
| Less: current portion of long-term borrowings | ( | ) | ( | ) | ||||
| Long term borrowings | ||||||||
Schedule of loans from banks
| a) | Loan from banks: |
| Particulars | Interest Rate | Maturity date | Amount outstanding | |||||||
| Long-term borrowings from banks | % | |||||||||
| Long-term borrowings from banks | % | |||||||||
| Long-term borrowings from banks | % | |||||||||
| Long-term borrowings from banks | % | |||||||||
| Long-term borrowings from banks | % | |||||||||
| Long-term borrowings from banks | % | |||||||||
The above loans are vehicle loans and secured by way of hypothecation against the vehicle for which each loan is granted.
Schedule of secured debentures
| b) | Secured debentures: |
| Particulars | Interest
Rate | Maturity date (as amended) | Amount outstanding | |||||||
| N1 Series Debentures | % | |||||||||
| N2 Series Debenture | % | |||||||||
| N3 Series Debentures | % | |||||||||
| N4 Series Debentures | ||||||||||
The debentures are secured by a subordinated lien on intellectual property, current assets and movable property and equipment of certain material foreign subsidiaries.
During the quarter ended September 30, 2024, the Company has entered into a modification arrangement with the debenture holders, resulting in amendment to the repayment terms for the following series of debentures:
Schedule of changes in repayment terms
| Particulars | Original terms (Months) | Modified Terms (Months) | ||||||
| N1 Series Debentures | ||||||||
| N2 Series Debenture | ||||||||
| N3 Series Debentures | ||||||||
| N4 Series Debentures | ||||||||
The Company has not honored the repayment of the above debentures as on the amended date but has obtained an extension from the lender up to November 30, 2025. In October 2025, the Company started new negotiations to settle the principal, accrued interest and late payment charges for cash and equity in the Company’s Indian subsidiary, Roadzen Technologies Pvt., Ltd.
| c) | Convertible debenture |
During
the period ended September 30, 2025, the Company had outstanding $
Redemption/Conversion
On Maturity
If any amount of principal or interest under the notes remain outstanding on the maturity date, the Company shall repay the principal together with payment of accrued interest.
Optional Conversion
The
unpaid principal amount of this debenture (together with all accrued but unpaid interest thereon) shall be convertible, in whole or in
part, at the option of the holder at any time prior to the payment in full of the principal amount of this debenture, into such number
of Ordinary Shares as is determined by dividing the principal amount of the debenture so converted (together with all accrued but unpaid
interest thereon) by the conversion price of $
| 21 |
Mandatory Conversion by Company
If
at any time after the original issuance date, of the closing price of the Ordinary Shares of the Company for any
Warrants Entitlement
The
Company has agreed to issue the warrants to the debenture holder within 90 days of the closing of the securities purchase agreement.
The warrants shall be equivalent to
The assumptions used in calculating estimated fair value of warrants due as of September 30, 2025 are as follows:
Schedule of assumptions used in calculating estimated fair value
| Risk free rate | % | |||
| Volatility | % | |||
| Annual Interest rate | % | |||
| Conversion Price | $ |
d. As of September 30, 2025, the aggregate maturities of long-term borrowings are as follows:
Schedule of maturities of long-term borrowings excluding convertible notes
| Period ending September 30, 2026 | ||||
| Period ending September 30, 2027 | ||||
| Period ending September 30, 2028 | ||||
| Period ending September 30, 2029 onwards | ||||
| Long-term borrowings excluding convertible notes |
Schedule of short term borrowings
| As
of September 30, 2025 | As
of March 31, 2025 | |||||||
| Loans from banks (note a) | ||||||||
| Loans from related parties | ||||||||
| Loans from others (note b) | ||||||||
| Short term borrowings | ||||||||
Summary of loans from banks and others
| Particulars | Weighted
average borrowing rate | |||
| Short-term borrowings from banks and others | % | |||
| 22 |
| b) | Loans from others |
| 1. | During
the quarter ended June 30, 2023, Roadzen (DE) entered into a $ |
| 2. | As
the accounting acquirer Roadzen (DE) has assumed promissory note amounting to $ |
Additionally,
Roadzen (DE) also assumed a convertible promissory note amounting to $
| 3. | During
the quarter ended March 31, 2024 and September 30, 2024 the Company issued $ |
| 4. | During
the year ended March 31, 2023, Roadzen Technologies Private Limited (“RZT”) secured loan facilities from Cambridge Innovations
Private Limited amounting to $ |
| 5. | On
March 31, 2025, |
The
Junior Notes had an initial conversion price of $
| 23 |
The assumptions used in calculating estimated fair value of the notes due as of September 30, 2025 is as follows:
Summary of estimated fair value of notes
| Risk free rate | % | |||
| Volatility | % | |||
| Annual Interest Rate | % | |||
| Conversion Price | $ |
| 6. | On
April 10, 2025, National Automobile Club (“NAC”) entered into an agreement with Libertas Funding, LLC (“Purchaser”)
to sell a portion of its future receipts. NAC agreed to sell $ | |
| 7. | On
August 7, 2025, National Automobile Club, Inc. (“NAC”), entered into a Junior Business Loan and Security Agreement with
Agile Lending, LLC, for a principal amount of USD |
14. Other long-term liabilities
Summary of other long-term liabilities
| As
of September 30, 2025 | As
of March 31, 2025 | |||||||
| Retirement benefits | ||||||||
| Deferred tax liability | ||||||||
| Deferred revenue | ||||||||
| Total | ||||||||
15. Ordinary Shares
As
of September 30, 2025, the Company was authorized to issue
The holders of Ordinary Shares are entitled to receive dividends as declared from time to time and are entitled to one vote per share at meetings of the Company. In the event of liquidation, the holders of Ordinary Shares are eligible to receive an equal share in the distribution of the surplus assets of the Company based on their percent of ownership.
As of September 30, 2025, and March 31, 2025, the Company’s Ordinary Shares outstanding were
The following table summarizes the Company’s Ordinary Shares reserved for future issuance on an as-converted basis:
Schedule of ordinary shares reserved for future issuance
| As
of September 30, 2025 | As
of March 31, 2025 | |||||||
| Remaining shares available for future issuance under the Company’s equity incentive plan | ||||||||
| Warrants | ||||||||
| 24 |
16. Warrants
In
connection with Vahanna’s initial public offering in 2021,
As
of September 30, 2025, there were
The Company may redeem the outstanding Public Warrants and Private Placement Warrants:
| ● | at
a price of $ |
| ● | upon
not less than |
| ● | if,
and only if, the reported last sale price of the Ordinary Shares equals or exceeds $ |
If the Company calls the Public Warrants for redemption, as described above, its management will have the option to require any holder that wishes to exercise the Public Warrants to do so on a “cashless basis,” as described in the warrant agreement. The exercise price and number of Ordinary Shares issuable upon exercise of the Public Warrants may be adjusted in certain circumstances including in the event of a share dividend, extraordinary dividend or recapitalization, reorganization, merger or consolidation. However, except as described below, the Public Warrants will not be adjusted for issuances of Ordinary Shares at a price below its exercise price. Additionally, in no event will the Company be required to net cash settle the Public Warrants.
As
of September 30, 2025, there were
Pursuant
to the terms of a securities purchase agreement entered into on March 28, 2024 among the Company, Ms. Supurna VedBrat and Krishnan-Shah
Family Partners, LP (the “March 2024 SPA”), the Company issued on April 22, 2024 warrants to purchase
On
May 14, 2024, as required by the terms of the senior secured notes agreement entered with Mizuho in June 30, 2023, the Company issued
to Mizuho a warrant to purchase
On
December 15, 2024 the Company entered into an underwriting agreement with ThinkEquity LLC and as required by the terms of this agreement,
the Company issued warrants to purchase
On
January 3, 2025 the Company entered into a placement agent agreement with ThinkEquity LLC and as required by the terms of this agreement,
the Company issued warrants to purchase
As
of September 30, 2025, there were
| 25 |
17. Revenue
The following table summarizes revenue by the Company’s service offerings:
Schedule of summarizes revenue by company’s service
| For
the three months ended September 31, 2025 | For
the three months ended September 31, 2024 | For
the six months ended September 31, 2025 | For
the six months ended September 31, 2024 | |||||||||||||
| Revenue from services | ||||||||||||||||
| Commission and Distribution Income | ||||||||||||||||
| Income from Insurance as a Service | ||||||||||||||||
| Revenues | ||||||||||||||||
There
were three customers that individually represented
There
were three customers that individually represented
Contract balances
The following table provides information about receivables and contract liabilities from contracts with customers:
Summary of contract liabilities from contract with customers
| As
of September 30, 2025 | As
of March 31, 2025 | |||||||
| Contract liabilities | ||||||||
| Deferred revenue | ||||||||
| Total contract liabilities | ||||||||
| Contract assets | ||||||||
| Unbilled revenue | ||||||||
| Total contract assets | ||||||||
Contract assets represent a conditional right to consideration for satisfied performance obligations that become a receivable when the conditions are satisfied. Contract assets are generated when contractual billing schedules differ from the timing of revenue recognition or cash collection and are included in “prepayments and other current assets” in the consolidated balance sheets which will be billed in the month subsequent to the period in which performance obligations were satisfied.
18. Business Combination
Roadzen
(DE) entered into a joint venture with WI Harper VIII LLP and Shangrao Langtai Daokang Information Technology Co. Ltd. in July 2017,
whereby Roadzen (DE) invested $
During
the quarter ending September 30, 2025, and effective April 1, 2025, Roadzen (BVI) and the other shareholders and directors of Daokang
agreed to reaffirm Roadzen’s board, governance and management control, including one additional tiebreaking vote in the event
of a deadlock, and sole authority to designate Daokang’s Chief Executive Officer who reports directly to the chairman of the board
representing Roadzen, Inc. As a result,
The consolidation of acquired or newly consolidated businesses involves complex and subjective accounting policies and significant estimates which is yet to be accounted for, particularly in areas such as fair value measurements and purchase price allocations. The company has also updated the risk factors with respect to the consolidation in this report under Item 1A Risk Factors.
19. Goodwill
A summary of the changes in carrying value of goodwill is as follows:
Schedule of goodwill
| As
of September 30, 2025 | As
of March 31, 2025 | |||||||
| Opening balance | ||||||||
| Goodwill relating to acquisitions consummated | - | — | ||||||
| Derecognition on deconsolidation of subsidiaries | - | — | ||||||
| Goodwill on account of consolidation of subsidiary | ||||||||
| Impairment reversed on goodwill on account of deconsolidation of subsidiaries | - | — | ||||||
| Effect of exchange rate changes | - | - | ||||||
| Closing balance | ||||||||
| 26 |
20. Financial instruments
The Company measures its convertible promissory notes and Forward Purchase Agreement asset at fair value. The Company’s convertible promissory notes, derivative warrant liabilities and Forward Purchase Agreement are categorized as Level 2 because they are measured based on valuation techniques using observable market prices of such instruments. Convertible debentures are categorized as Level 3 because of unobservable inputs and other estimation techniques due to the absence of quoted market prices, inherent lack of liquidity and the tenure of such financial instruments.
Financial instruments measured at fair value on a recurring basis
The following table represents the fair value hierarchy for the Company’s financial instruments measured at fair value on a recurring basis as of September 30, 2025:
Schedule of financial instruments measured at fair value on recurring basis
| September 30, 2025 | ||||||||||||||||
| Fair Value Measured using | ||||||||||||||||
| Particulars | Level 1 | Level 2 | Level 3 | Total | ||||||||||||
| Financial liabilities: | ||||||||||||||||
| Derivative warrant liabilities | - | - | ||||||||||||||
| Convertible debentures | - | - | ||||||||||||||
| Convertible Promissory Notes | - | - | ||||||||||||||
| - | ||||||||||||||||
| Financial assets: | ||||||||||||||||
| Forward purchase agreement | - | - | ||||||||||||||
| - | - | |||||||||||||||
The Company uses a third-party valuation specialist to assist management in its determination of the fair value of its Level 2 classified derivative warrant liabilities and convertible promissory notes. The fair value of these financial instruments is based on the volatility of its Ordinary Share warrants, based on implied volatility from the Company’s traded warrants and from historical volatility of select peer companies’ ordinary shares that matches the expected remaining life of the warrants. For key aspects of valuation of convertible debentures refer to note 13.
The Company uses a third-party valuation specialist to assist management in its determination of the fair value of its Level 3 classified convertible debentures and its Level 2 classified Forward Purchase Agreement. The instruments were fair valued using a Monte Carlo simulation model utilizing assumptions related to the contractual term of the instruments and current interest rates. For key aspect of the valuation inputs refer to notes 13 (c) and 5 (ii) respectively.
The following table presents a reconciliation of the Company’s Level 3 financial instruments measured and recorded at fair value on a recurring basis as of September 30, 2025 for Financial Liability: Convertible Debentures and as of December 31, 2024 for Financial Asset: Forwards Purchase Agreement:
Schedule of fair value, liabilities measured on recurring basis, unobservable input reconciliation
| Financial asset Forward purchase agreement | Financial liability Convertible debentures | Financial liability Convertible Promissory Notes | ||||||||||
| Initial measurement | ||||||||||||
| Cash receipt | - | - | ||||||||||
| Change in fair value | ( | ) | - | |||||||||
| Balance | ||||||||||||
| 27 |
Assets measured at Fair Value on a non-recurring basis
The Company’s non-financial assets, such as goodwill, intangible assets and property and equipment are adjusted to fair value when an impairment charge is recognized. Such fair value measurements are based predominately on Level 3 inputs.
Non-Marketable Equity Securities
The Company measures its non-marketable equity securities that do not have readily determinable fair values under the measurement alternative at cost less impairment, adjusted by price changes from observable transactions recorded within “Other income/(expense) net” in the consolidated statements of operations. The Company’s non-marketable equity securities are investments in privately held companies without readily determinable fair values and primarily relate to its investment in Moonshot. The Company recorded an impairment loss on its non-marketable equity securities, as more briefly discussed in note 6.
Management of risks
Interest rate risk - Interest rate risk is the risk that the fair value of future cash flows of a financial instrument will fluctuate due to change to market interest rates. The Company is exposed to interest rate risk for its long-term debts where the interest rates are variable according to market conditions.
Foreign
currency risk - The Company monitors its foreign currency exposures on a regular basis. The operations are primarily denominated
in United States Dollars, Pounds Sterling, Indian Rupees and Euros. For the purpose of analyzing foreign currency exchange risk, we considered
the historical trends in foreign currency exchange rates. Based on a sensitivity analysis we have performed as of September 30, 2025,
an adverse
21. Investments
These balances include certain investments in mutual funds that are recorded at fair value. Any changes to the fair value are recorded in “Fair value gains/(losses) in financial instruments carried at fair value” due to the election of the fair value option of accounting for financial instruments.
22. Commitments and contingencies
A. Leases - Accounted as per ASC 842 for the Period Ended September 30, 2025
Operating leases
The Company leases office space under non-cancellable operating lease agreements, which expire on various dates through April 2031. Some property leases contain extension options exercisable by the Company. The lease agreements do not contain any material residual value guarantees or material restrictive covenants. The components of lease cost for the period ended September 30, 2025 are summarized below:
| i) | The following tables presents the various components of lease costs: |
Components of lease cost
| Particulars | For the period ended September 30, 2025 | |||
| Lease: | ||||
| Operating lease cost | ||||
| Short-term lease cost | ||||
| Total lease cost | ||||
| ii) | The following table presents supplemental information relating to the cash flow and non-cash flows arising from lease transactions. Cash payments related to short-term leases are not included in the measurement of operating liabilities, and, as such, are excluded from the amounts below. |
Schedule of supplemental cash flow information related to leases and non cash flows arising from lease transactions
| Particulars | For the period ended September 30, 2025 | |||
| Cash paid for amounts included in the measurement of lease liabilities: | ||||
| Operating cash flows from operating leases | ||||
| 28 |
| iii) | Balance sheet information related to leases is as follows: |
Schedule of balance sheet information related to leases
| Particulars | For the period ended September 30, 2025 | |||
| Operating Leases: | ||||
| Operating Lease ROU Asset, net | ||||
| Short term liabilities | ||||
| Long term liabilities | ||||
| Total operating lease liabilities | ||||
*The lease liabilities are translated into U.S. Dollars using the closing rate for the period ended September 30, 2025
| iv) | Weighted Average |
Summary of weighted average remaining lease terms and discount rates
| For
the period ended September 30, 2025 | ||||
| Remaining Lease term (in years) | ||||
| Discount rate | % | |||
| v) | Maturities of lease liabilities were as follows: |
Schedule of maturities of lease liabilities
| Particulars | Lease Liabilities (USD)* | |||
| For Period Ended September 30, 2025 | ||||
| 2026 | ||||
| 2027 | ||||
| 2028 | ||||
| 2029 | ||||
| 2030 | ||||
| Thereafter | ||||
| Total Lease Payments | ||||
| Less: Imputed Interest | ( | ) | ||
| Total | ||||
| C. | Litigation and loss contingencies |
From time to time, the Company may be subject to other legal proceedings, claims, investigations, and government inquiries (collectively, Legal Proceedings) in the ordinary course of business. It may receive claims from third parties asserting, among other things, infringement of their intellectual property rights, defamation, labor and employment rights, privacy, and contractual rights. There are no currently pending Legal Proceedings that the Company believes will have a material adverse impact on the business or consolidated financial statements.
| D. | Indemnifications |
In the ordinary course of business, the Company enters into contractual arrangements under which the Company agrees to provide indemnification of varying scope and terms to customers, business partners, and other parties with respect to certain matters, including losses arising out of intellectual property infringement claims made by third parties, if the Company has violated applicable laws, if the Company is negligent or commits acts of willful misconduct, and other liabilities with respect to its products and services and its business. In these circumstances, payment is typically conditional on the other party making a claim pursuant to procedures specified in that particular contract. To date, the Company has not incurred any material costs as a result of such indemnifications and has not accrued any liabilities related to such obligations in its consolidated financial statements.
| 29 |
23. Net loss per share
Basic net loss per share attributable to ordinary shareholders is computed by dividing the net loss by the number of weighted-average outstanding Ordinary Shares. Diluted net loss per share attributable to ordinary shareholders is determined by giving effect to all potential Ordinary Share equivalents during the reporting period, unless including them yields an antidilutive result. The Company considers its preferred stocks, convertible notes and share warrants as potential Ordinary Share equivalents, but excluded them from the computation of diluted net loss per share attributable to ordinary shareholders in the periods presented, as their effect was antidilutive.
The following table sets forth the computation of basic net loss per share attributable to ordinary shareholders and preferred stock holders:
Schedule of computation of basic net loss per share attributable to ordinary shareholders and preferred stockholders
| Particulars | For
the three months ended September 30, 2025 | For
the three months ended September 30, 2024 | For
the six months ended September 30, 2025 | For
the six months ended September 30, 2024 | ||||||||||||
| Numerator: | ||||||||||||||||
| Net loss | ( | ) | ( | ) | ( | ) | ( | ) | ||||||||
| Less: dividend attributable to preferred stockholders for the current year | - | - | - | - | ||||||||||||
| Net loss attributable to Roadzen Inc. ordinary shareholders | ( | ) | ( | ) | ( | ) | ( | ) | ||||||||
| Denominator: | ||||||||||||||||
| Weighted-average shares used in computing net loss per share attributable to Roadzen Inc. ordinary shareholders - basic and diluted | ||||||||||||||||
| Net loss per share attributable to Roadzen Inc. ordinary shareholders - basic and diluted | ( | ) | ( | ) | ( | ) | ( | ) | ||||||||
The Company’s potential dilutive securities, which include restricted stock units, convertible instruments, share warrants and shares pending allotment have been excluded from the computation of diluted net loss per share as the effect would be anti-dilutive. Therefore, the weighted average number of Ordinary Shares outstanding used to calculate both basic and diluted net loss per share is the same.
The Company excluded the following potential Ordinary Shares from the computation of diluted net loss per share as of September 30, 2025 and September 30, 2024:
Schedule of potential ordinary shares equivalents excluded from the computation of diluted net loss per share
| Particulars | For
the Period ended September 30, 2025 | For
the period ended September 30, 2024 | ||||||
| Share warrants | ||||||||
| Restricted stock units | ||||||||
| Convertible instruments | ||||||||
| Total | ||||||||
24. Income taxes
The Company’s net loss before provision for income taxes for the period ended September 30, 2025 and September 30, 2024 were as follows:
Schedule of income before income tax domestic and foreign
| Particulars | For
the three months ended September 30, 2025 | For
the three months ended September 30, 2024 | For
the six months ended September 30, 2025 | For
the six months ended September 30, 2024 | ||||||||||||
| Domestic | ( | ) | ( | ) | ( | ) | ( | ) | ||||||||
| Foreign | ( | ) | ( | ) | ( | ) | ( | ) | ||||||||
| Total | ( | ) | ( | ) | ( | ) | ( | ) | ||||||||
| 30 |
The components of the provision for income taxes for the period ended September 30, 2025 and September 30, 2024 were as follows:
Schedule of components of provision for income taxes
| Particulars | For
the three months ended September 30, 2025 | For
the three months ended September 30, 2024 | For
the six months ended September 30, 2025 | For
the six months ended September 30, 2024 | ||||||||||||
| Current: | ||||||||||||||||
| Domestic | — | — | ||||||||||||||
| Foreign | — | - | ||||||||||||||
| Total | ||||||||||||||||
| Deferred: | ||||||||||||||||
| Domestic | — | — | — | — | ||||||||||||
| Foreign | ( | ) | ( | ) | ( | ) | ||||||||||
| Total | ( | ) | ( | ) | ( | ) | ||||||||||
| Total provision for income taxes | ( | ) | ( | ) | ||||||||||||
The following is a reconciliation of the federal statutory income tax rate to the Company’s effective tax rate for the period ended September 30, 2025 and September 30, 2024:
Schedule of reconciliation of statutory federal income tax rate
| Particulars | For the three months ended September 30, 2025 | For the three months ended September 30, 2024 | For the six months ended September 30, 2025 | For the six months ended September 30, 2024 | ||||||||||||
| Federal statutory income tax rate | % | % | % | % | ||||||||||||
| Non deductible expenses | % | ( | %) | ( | %) | ( | %) | |||||||||
| Valuation allowance | ( | %) | ( | %) | ( | %) | ( | %) | ||||||||
| Foreign rate differential | % | ( | %) | % | ( | %) | ||||||||||
| Share warrants | % | % | % | % | ||||||||||||
| Other | % | % | ( | %) | ( | %) | ||||||||||
| Total provision for income taxes | ( | %) | ( | %) | ( | %) | ( | %) | ||||||||
The components of the Company’s net deferred tax assets as of the period ended September 30, 2025 and year ended March 31, 2025 were as follows:
Schedule of net deferred tax assets
| Particulars | As
of September 30, 2025 | As
of March 31, 2025 | ||||||
| Deferred tax assets: | ||||||||
| Net operating loss carry forwards | ||||||||
| Unabsorbed depreciation carry forwards | ||||||||
| Retirement benefits | ||||||||
| Depreciation and amortization | ||||||||
| Others | ( | ) | ||||||
| Total deferred tax assets | ||||||||
| Less: valuation allowance | ( | ) | ( | ) | ||||
| Deferred tax assets, net of valuation allowance | - | - | ||||||
| Deferred tax liabilities: | ||||||||
| Intangibles on account of business combination | ( | ) | ( | ) | ||||
| Net deferred tax assets/ (liabilities) | ( | ) | ( | ) | ||||
| 31 |
Movement recognized in net deferred tax assets:
Schedule of movements in deferred tax assets
| As
of March 31, 2025 | Recognized/ reversed through statements of operations | Impact
of currency translation and acquisitions | As
of September 30, 2025 | |||||||||||||
| Deferred tax assets: | ||||||||||||||||
| Net operating loss carry forwards | ( | ) | - | |||||||||||||
| Unabsorbed depreciation carry forwards | - | |||||||||||||||
| Retirement benefits | - | |||||||||||||||
| Depreciation and amortization | ( | ) | - | |||||||||||||
| Fair value changes on convertible notes | - | - | - | - | ||||||||||||
| Others | ( | ) | - | |||||||||||||
| Total deferred tax assets | ( | ) | ||||||||||||||
| Less: valuation allowance | ( | ) | - | ( | ) | |||||||||||
| Deferred tax assets, net of valuation allowance | - | - | - | - | ||||||||||||
| Deferred tax liabilities: | ||||||||||||||||
| Intangibles on account of business combination | ( | ) | - | ( | ) | |||||||||||
| Acquisitions | - | - | - | - | ||||||||||||
| Deconsolidation | - | - | - | - | ||||||||||||
| Currency translation | - | - | - | - | ||||||||||||
| Net deferred tax assets/ (liabilities) | ( | ) | - | ( | ) | |||||||||||
| Particulars | As
of March 31, 2024 | Recognized/ reversed through statements of operations | Impact of currency translation and acquisitions | As
of March 31, 2025 | ||||||||||||
| Deferred tax assets: | ||||||||||||||||
| Net operating loss carry forwards | - | |||||||||||||||
| Unabsorbed depreciation carry forwards | - | |||||||||||||||
| Retirement benefits | ( | ) | - | |||||||||||||
| Depreciation and amortization | ( | ) | - | |||||||||||||
| Fair value changes on convertible notes | - | - | - | - | ||||||||||||
| Others | ( | ) | - | ( | ) | |||||||||||
| Total deferred tax assets | - | |||||||||||||||
| Less: valuation allowance | ( | ) | ( | ) | - | ( | ) | |||||||||
| Deferred tax assets, net of valuation allowance | ( | ) | - | - | ||||||||||||
| Deferred tax liabilities: | ||||||||||||||||
| Intangibles on account of business combination | ( | ) | - | ( | ) | |||||||||||
| Currency translation | - | ( | ) | - | ||||||||||||
| Acquisitions | - | ( | ) | - | ||||||||||||
| ( | ) | ( | ) | ( | ) | |||||||||||
The
Company regularly reviews its deferred tax assets for recoverability based on historical taxable income, projected future taxable income,
the expected timing of the reversals of existing taxable temporary differences and tax planning strategies. The Company’s judgement
regarding future profitability may change due to many factors, including future market conditions and the ability to successfully execute
the business plans and/or tax planning strategies. The Company’s valuation allowance increased by $
The Company has not provided U.S. income taxes and foreign withholding taxes on undistributed earnings of foreign subsidiaries because the Company intends to permanently reinvest such earnings outside the U.S.
| 32 |
Net operating loss and credit carry forwards
As
of September 30, 2025, the Company has U.S. federal net operating loss carry forwards of approximately $
Utilization of the net operating loss carry forwards may be subject to a substantial annual limitation due to the ownership change provisions of IRC Section 382 and similar state provisions. The annual limitation may result in the inability to fully offset future annual taxable income and could result in the expiration of net operating loss carry forwards before utilization. The Company continually reviews the impact to net operating losses of any ownership changes.
Unrecognized tax benefits
The
Company has adopted authoritative guidance which prescribes a recognition threshold and measurement attribute for the financial statement
recognition and measurement of uncertain tax positions taken or expected to be taken in the Company’s income tax return, and also
provides guidance on derecognition, classification, interest and penalties, accounting in interim periods, disclosure, and transition.
The Company did
The Company’s major tax jurisdictions are India, the United Kingdom and the U.S. The U.S. federal, state and foreign jurisdictions have statutes of limitations that generally range from three to six years. Due to the Company’s net losses, substantially all of its federal and state income tax returns are subject to examination for federal and state purposes.
25. Segment reporting
Our Chief Operating Decision Maker (“CODM”), the Chief Executive Officer, manages the Company’s business activities as a single operating and reportable segment at the consolidated level. Accordingly, our CODM uses consolidated net loss to measure segment profit or loss, allocate resources and assess performance. Further, the CODM reviews and utilizes natural expenses such as employee wages and benefits at a consolidated level and capital expenditures including asset additions to manage the Company’s operations and strategic growth initiatives.
26. Stock based compensation
The share-based compensation awards issued under the Company’s 2023 Omnibus Incentive Plan to the Company’s employees, officers, directors, are all equity-classified instruments restricted stock units (“RSUs”) outstanding as of September 30, 2025 have service vesting conditions up to March 2027. Compensation expenses are based on the grant-date fair value of the awards and recognized over the requisite service period using a straight-line method for stock options and a graded vesting method for RSUs. The Company has elected to account for forfeitures of employee stock awards as they occur.
Share-based compensation is in the form of RSUs. The fair value per RSU is calculated using the Black-Scholes option valuation model.
Option value and assumption
Schedule of option value and assumption
| Fair value per share (as of grant date) | $ | |||
| Exercise price | $ | 0 | ||
| Assumptions: | ||||
| Volatility | % | |||
| Expected dividends | % | |||
| Expected term (in years) | ||||
| Risk free rate | % |
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Schedule of RSU vesting activity
| RSU vesting schedule for year ended | As
of September 30, 2025 | |||
| March 2025 | ||||
| March 2026 | ||||
| March 2027 | ||||
Schedule of restricted stock units activity
| Stock option activity | As
of September 30, 2025 | |||
| Opening unvested units (as of April 01, 2025) | ||||
| Granted | - | |||
| Exercised | - | |||
| Cancelled | - | |||
| Vested but not exercised | ||||
| Closing unvested units | ||||
Stock-based
compensation expense related to RSUs granted to employees was $
On
September 18, 2023, prior to the Business Combination, Roadzen (DE) granted
Based on the current market price of the shares, management has assessed that this revised vesting timeline will not result in any additional RSU compensation expense being recognized in the Company’s financial statements.
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27. Subsequent Events
On
October 6, 2025, the Company announced the final closing of its India subsidiary financing, raising $
On
October 8, 2025,
the Company entered into a securities purchase agreement (the “PIPE Purchase Agreement”)
with an institutional investor (the “PIPE Investor”) pursuant to which the Company
agreed to issue and sell to the PIPE Investor, and the PIPE Investor agreed to purchase from the Company, an aggregate of
On October 29, 2025, the Company announced it entered into a definitive agreement to acquire majority control of a commercial auto insurance broker and managing general underwriter (“MGU”), licensed to operate as a broker across California, Texas, Illinois and New Jersey, and which also maintains Lloyd’s of London Coverholder status, enabling it to underwrite specialty transportation and commercial vehicle risks on behalf of Lloyd’s syndicates. The acquired company serves the fast-growing small and mid-sized fleet segment, offering underwriting, claims administration, and distribution through its expanding national agency network. The acquisition is scheduled to close within this quarter, subject to customary closing conditions, Roadzen will exercise board control. Terms of the transaction were not disclosed.
On November 4, 2025, the Company announced it entered into an agreement in principle with Mizuho Securities USA, LLC to extend the maturity date of its senior secured note from December 31, 2025 to June 30, 2027. All other terms remain the same.
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ITEM 2. MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS
Throughout this section, references to “Roadzen,” “we,” “us,” and “our” refer to Roadzen and its consolidated subsidiaries as the context so requires.
The following discussion and analysis of the financial condition and results of operations of Roadzen Inc. and its subsidiaries should be read in conjunction with the “Unaudited Condensed Consolidated Financial Statements of Roadzen Inc. as of and for the three and six months ended September 30, 2025 and 2024,” together with related notes thereto, included elsewhere in this Form 10-Q (in the section of this Form 10-Q entitled “Financial Information”). The following discussion contains forward-looking statements that involve risks, uncertainties and assumptions. See the section titled “Cautionary Note Regarding Forward-Looking Statements.” Actual results and timing of selected events may differ materially from those anticipated in the forward-looking statements as a result of various factors, including those set forth or referred to under the section titled “Risk Factors” or elsewhere in this Form 10-Q.
Overview
Roadzen is a leading Insurtech company on a mission to transform global auto insurance powered by advanced artificial intelligence (“AI”). At the heart of our mission is our commitment to create transparency, efficiency, and a seamless experience for the millions of end customers who use our products through our insurer, OEM, and fleet (such as trucking, delivery, and commercial fleets) partners. We seek to accomplish this by combining computer vision, telematics and AI with continually updated data sources to provide a more efficient, effective and informed way of building auto insurance products, assessing damages, processing claims and improving driver safety. Insurers and other partners of Roadzen across the world use Roadzen’s technology to launch new auto insurance products, manage risk better and resolve claims faster. These products are built with dynamic underwriting capabilities, Application Programming Interface, or API-led distribution and real-time claims processing.
Roadzen has built a pioneering technology platform that uses telematics, computer vision and data science to spearhead innovation across the insurance value chain, namely underwriting, distribution, claims and road safety. We call it the Roadzen “Insurance as a Service” (“IaaS”) platform. Our business generates commission-based revenue as an insurance broker focused on embedded and B2B2C (Business-to-Business-to-Customer) insurance distribution, and fee-based revenue as a provider of innovative cloud, telematics, and AI-based applications for the auto insurance ecosystem.
Roadzen has four major client types:
| ● | Insurance — including insurance companies, reinsurers, agents, brokers; | |
| ● | Automotive — including carmakers, dealerships, online-to-offline car sales platforms; | |
| ● | Fleets — including small and medium fleets, taxi fleets, ridesharing platforms, commercial and corporate fleets; and | |
| ● | Other distribution channels such as financial services companies providing auto loans, and telematics companies. |
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Our operations are global, and our partners consist of market-leading insurance companies, fleets and automotive original equipment manufacturers (“OEMs”) and carmakers, including AXA, SCOR, Arch, Société Générale, Jaguar Land Rover, Audi, Mercedes, Volvo and several others. Our subsidiary in the U.K., operates through a specialist Managing General Agent (“MGA”) based in Coventry, which provides auto insurance, extended warranties, and claims management services to insurers, automotive dealers, manufacturers, and fleet operators. This MGA leverages its regulatory license to underwrite and service policies locally while utilizing third-party licenses to deliver solutions globally. It acts as a delegated authority on behalf of insurers, managing policy sales and claims adjudication via its brokerage platform. Revenue is generated through commissions and administrative fees tied to Gross Written Premium (“GWP”), with specialty contracts typically structured over five-year terms. Roadzen’s subsidiary in the U.S., operates a licensed auto club based in Burlingame, California that specializes in commercial roadside assistance (“RSA”) and claims management. With a robust network of over 75,000 service providers nationwide, it offers towing, transportation, and first notice of loss (“FNOL”) services to government fleets, enterprises, insurers, and auto manufacturers. These capabilities support our comprehensive suite of mobility and insurance infrastructure services across North America. Roadzen’s subsidiary in India operates as a licensed insurance broker providing distribution and servicing of motor insurance products, including RSA, vehicle inspection, and claim facilitation. Our India operations also serve as the Company’s global technology headquarters, where our product, engineering, and AI teams develop and scale the core platforms that power our insurance and mobility services worldwide. This integrated approach allows us to drive innovation and operational efficiency across all markets we serve.
Roadzen’s AI Manifesto
Our mission is to build the leading company at the intersection of artificial intelligence (“AI”), insurance and mobility. To further our mission, we have built a pioneering lab focused on fundamental and applied AI research. We work on core research areas in computer vision, generative AI, and traditional machine learning to develop product experiences that improve the safety, convenience, and protection of millions of drivers across the world. Roadzen is a founding member of the AI Alliance fostering safe, responsible, and open-source development alongside industry leaders such as Meta, IBM, Hugging Face, Stability AI, AMD, Service Now, and others. Our approach to build precision AI models in insurance and mobility has won several industry accolades. Roadzen achieved significant industry recognition for its advancements in AI and technology during the last several years. Honors included ‘Best AI in Deep Tech’ at the AI Awards Summit 2025 by Entrepreneur India and secured a spot on the Fintech40 Index by L’Observatoire de la Fintech. It was named the ‘World’s Top InsurTech’ by CNBC in 2024, ‘Most Innovative Use of AI’ by Financial Express at the FE Futech Awards 2024 and won the Gold Stevie Award for its xClaim insurance solution at the International Business Awards 2024. Additional recognitions included ‘Excellence in InsurTech’ by the India FinTech Forum (IFTA 2024), ‘Best Use of AI in Insurance’ at the Global AI Summit & Awards (GAISA 2024), and ‘Best Product and Business Team’ at the World Auto Forum 2024. Roadzen also won ‘Best Use of Technology’ at the Entrepreneur Awards 2024 and ‘Most Innovative Company’ at the World Finance Innovation Awards 2024.
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Our Business Model
Roadzen has two principal models for generating revenue: 1) Income from Insurance as a Service (IaaS Platform), and 2) Commission and Distribution Income (Brokerage Solutions). We follow a capital light business model, meaning that we do not underwrite any risk ourselves or carry it on our balance sheet for either source of revenue.
1. IaaS Platform:
Roadzen provides an IaaS technology platform addressed towards insurance for mobility. The IaaS platform has a suite of products that work cohesively to address the auto insurance value chain. Roadzen sells its IaaS platform to insurers, car manufacturers, and fleet companies to deliver services for their respective insured customers. Our deep understanding of the insurance industry has enabled us to develop a unified suite of modules and products that is tailored to address the key challenges faced in auto insurance. Our solution suite includes several products that support the insurance lifecycle, such as:
| ● | Via: enables fleets, carmakers and insurers to inspect a vehicle using computer vision; | |
| ● | Global Distribution Network (“GDN”): enables the configuration, customer quote, payment (in any currency), and administration of any insurance policy with any insurance carrier as the underwriter; | |
| ● | xClaim: enables digital, touchless and real-time resolution of claims from FNOL through payment, using telematics and computer vision; | |
| ● | StrandD: enables digital, real-time dispatch and tracking for RSA and FNOL during accident claims; | |
| ● | Good Driving: enables insurers and fleets to recognize their best drivers, train poor drivers and build usage-based insurance (“UBI”) programs; | |
| ● | DrivebuddyAI: enables any vehicle to get advanced driver-assistance capabilities utilizing cameras and neural networks to deliver better safety on the road; and | |
| ● | MixtapeAI: a platform designed to power AI agents and transform customer interactions in the insurance and mobility sectors. |
Our technology revolutionizes the customer experience by helping customers obtain a policy within seconds and process a claim estimate within minutes in comparison with existing processes that can take weeks. Roadzen’s revenue derived from platform sales is usage-based, meaning we get paid on a per-vehicle or per-use basis.
Roadzen’s IaaS Platform accounted for approximately 57% and 53% of revenues for the three and six months ended September 30, 2025.
2. Brokerage Solutions:
Roadzen acts as an insurance broker utilizing its technology to sell insurance through our embedded and B2B2C distribution model. The policies are sold by insurance intermediaries such as agents and through captive distributors such as dealerships, fleets and used car platforms. Our B2B2C channel partners choose us for a variety of reasons - for the ease of integrating our technology through APIs into their ecosystem, for a seamless, fully digital customer experience from obtaining a policy to submitting a claim, and for integrations with a large number of insurance companies who sell their policies through our platform to give their users a handful of policy options, and our ability to deliver multiple relevant products such as auto insurance, commercial and fleet insurance, extended warranty, guaranteed asset protection, and other automotive related insurance products. Lastly, we are able to provide a superior customer experience for the end user by bundling telematics for road safety, RSA and claims management to the customer - an experience that we believe is unrivaled by other traditional brokers. Roadzen’s revenues are based on commissions and other fees that are paid by our insurance carriers as a percentage of the GWP underwritten for each policy.
Roadzen’s brokerage solutions accounted for approximately 43% and 47% of revenues for the three and six months ended September 30, 2025.
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Factors Affecting Our Performance
Our financial condition and results of operations have been, and will likely continue to be, affected by a number of factors, including the following:
Investment in Core Technology and AI
We continue to develop and invest in our technology platform to drive scalability and build innovative products. We believe our significant proprietary investments into our data pipelines, training, model development and our core technology platform are key advantages that allow us to stay ahead of the competition, support our growth into global markets and improve operating margins.
Investment in Sales and Marketing
Our sales and marketing efforts are a key component of our growth strategy. Our investments in this area have enabled us to build and sustain our customer base while creating long-term customer relationships. Our sales efforts are materially dependent on our three different channels: (1) strategic sales to insurers and car companies; (2) sales to small-and-medium fleet owners; and (3) brokerage sales driven by agents, captive distribution channels and reinsurance partnerships. We plan to continue investing in each of these channels of growth including hiring sales personnel, event marketing and global travel.
Investments in Innovation for Future Growth
The world of mobility is changing rapidly due to advances in connected, electric, and autonomous vehicles. We believe this presents an exciting and large opportunity to build insurance for this evolving environment. For this reason, our performance will be impacted by our ability to continuously innovate our underwriting algorithms, internalize new data sources and technologies such as Advanced Driving Assistance Systems (“ADAS”) and video telematics for accident prevention, and invest in partnerships with carmakers for their insurance offerings and for selling insurance into fleets.
Acquiring New Customers
Our long-term growth will depend on our continued ability to attract new customers to our platform. We intend to continue to drive customers to our platform by expanding our B2B2C model through different avenues.
| ● | In addition to our existing geographic and product footprint, we aim to grow by expanding into new markets across our target geographies, leveraging our technology platform to increase our speed to market. | |
| ● | We intend to consistently offer cutting edge technology at the intersection of mobility and insurance - a capability that traditional insurance carriers and other insurance intermediaries have struggled to provide. As our clients look to digitize and capture a greater part of the insurance value chain, our technology is the differentiator for them to choose Roadzen as a partner. |
Expanding Sales Within Our Existing Customer Base
A central part of our strategy is expanding solutions adoption across our existing customer base. We have developed long-term relationships with our customers and have a proven track record of successfully cross-selling product offerings. We have the opportunity to realize incremental value by selling additional functionality to customers that do not currently utilize our full solution portfolio from our platform. As we innovate and bring new technology and solutions to market, we also have the opportunity to realize incremental growth by selling new products to our existing customer base.
Our ability to expand sales within our customer base will depend on a number of factors, including our customers’ satisfaction, pricing, competition, and changes in our customers’ spending levels. Roadzen’s customers include leading insurers and car companies that have a global presence and are spending millions of dollars on digitizing their insurance offerings. We believe that successful integration in one geography may open up opportunities within other geographies. Roadzen has shown the ability to expand contracts from low ticket size in India to higher ticket size in global markets. We have a significant focus on maximizing the lifetime value of our customer relationships, and we continue to make significant investments in order to grow our customer base.
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Since January 1, 2023 we began tracking customer segmentation for Roadzen, described as such: enterprise clients that include insurers, automakers and large fleets (above 100 vehicles), and SMB clients, which include agents, brokers, small dealerships, and small fleets (under 100 vehicles). As of September 30, 2025, we had 46 insurance customer agreements (including carriers, self-insureds and other entities processing insurance claims), 80 automotive customer agreements, and approximately 3,900 agents and fleet customers agreements.
Strength of the Auto Insurance Market
We generate a majority of our revenues through commissions and fees which are a reflection of the total insurance policy premium. Roadzen derived 43% of revenue from its Brokerage Solutions and 57% from its IaaS Platform for the three months ended September 30, 2025. A softening of the insurance market characterized by a period of declining premium rates due to competition or regulation could negatively impact our financial results.
Our Regulatory Environment
Our insurance broking business is subject to various laws and regulations and our inability to comply with them may adversely affect our business, results of operations, and reputation.
Our subsidiary in India is licensed to act as a direct insurance broker (life and general) under the Insurance Brokers Regulations of India. Accordingly, we are subject to certain laws, regulations and licensing requirements. Insurance brokers operating in India are required to comply with various regulatory requirements, including stipulations that: (i) the principal officer and broker qualified persons of an insurance broker must undergo training and pass the relevant examinations specified by the IRDAI; (ii) the principal officer, directors, shareholders and key management personnel must fulfill the “fit and proper” criteria specified under the Insurance Brokers Regulations; (iii) insurance brokers may not undertake multi-level marketing for solicitation and procuring of insurance products; (iv) insurance brokers may not offer any rebate or any other inducement to a client; (v) insurance brokers must conduct their business in compliance with the code of conduct specified under the Insurance Brokers Regulations; and (vi) insurance brokers must ensure that not more than 50% of their remuneration emanates from one client in a financial year. The IRDAI may undertake inspection of the premises of an insurance broker to ascertain how activities are carried on, and inspect their books of accounts, records and documents. The Insurance Brokers Regulations specify certain approval and reporting requirements to be adhered to by the insurance brokers from time to time, as applicable. We would be subject to fines and penalties if we fail to comply with the Insurance Brokers Regulations. We derive revenues primarily from commissions and other fees paid by insurance carriers for insurance products purchased by our customers.
The commissions that we can charge to our insurer partners are based on charges set forth under the IRDAI (Payment of Commission or Remuneration or Reward to Insurance Agents and Insurance Intermediaries) Regulations, 2016 (“IRDAI Commissions Regulations”). The IRDAI (Minimum Information Required for Investigation and Inspection) Regulations, 2020 (“Minimum Information Regulations”), effective from May 23, 2021, are applicable to all insurers and insurance intermediaries in relation to purposes of investigation and inspection by the IRDAI.
Inter-related companies within the group are subject to a stringent regulatory framework that affects the flexibility of our operations and increases compliance costs, and any regulatory action against us and our employees may result in penalties and/or sanctions that could have an adverse effect on our business, prospects, financial condition and results of operations.
The regulatory and policy environment in which we operate is evolving and is subject to change. The government of India (“GoI”) may implement new laws or other regulations and policies that could affect the fintech industry, which could lead to new compliance requirements, including requiring us to obtain approvals and licenses from the GoI and other regulatory bodies, or impose onerous requirements. New compliance requirements could increase our costs or otherwise adversely affect our business, financial condition and results of operations.
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Our subsidiary in the U.K. is licensed as a Managing General Agent (“MGA”), under which we are subject to stringent oversight by the Financial Conduct Authority (“FCA”). Our operations must align with FCA regulations that are specifically tailored to govern the conduct and obligations of MGAs, which act as an intermediary between insurers and clients, with delegated authority to underwrite and process claims on behalf of insurers. Our adherence to these regulations encompasses a variety of compliance obligations, including but not limited to, ensuring that underwriting decisions are made with the requisite skill and care, maintaining accurate and secure records of insurance contracts, managing potential conflicts of interest, and safeguarding client funds. The FCA also imposes comprehensive conduct rules and solvency requirements that require us to act with due care in the interests of policyholders.
The FCA’s regime for MGAs mandates a high level of financial prudence and transparency, necessitating robust internal controls and reporting systems. Failure to meet these stringent regulatory requirements could result in significant sanctions, including financial penalties, suspension of authorization, or other disciplinary actions. Given the evolving nature of the regulatory environment, changes in the FCA’s rules or the introduction of new legislation could necessitate adjustments to our operational and compliance processes. These changes could carry implications for our business model and may incur additional compliance costs, ultimately impacting our financial results and operational flexibility.
Roadzen is committed to maintaining a rigorous compliance posture to meet the FCA’s expectations for MGAs. Any lapse in our compliance framework could lead to regulatory scrutiny, damage our reputation, and negatively affect our business operations and financial position. It is imperative for us to continuously monitor regulatory developments and adapt our compliance measures accordingly to mitigate the risk of enforcement actions and to uphold the trust of our clients and partners.
The FCA has the authority to suspend the sale of any insurance product sold within the U.K. and for which it has oversight, if it does not believe a firm or a product is protecting the interests of U.K. consumers. Effective February 2024, the FCA paused all sales of the Guaranteed Asset Protection (“GAP”) product, a key contributor to our operations in the U.K., directing all insurers, including our insurance partner, to temporarily cease selling the GAP product. The regulator mandated insurers to make a resubmission, or new GAP proposal, outlining product features, coverages and pricing for approval by the FCA before sales of the GAP product could be resumed.
Although our insurance partner, which is obligated to adhere to FCA guidelines, received approval to sell GAP products, the resubmission and approval process had a significant impact on our revenue, financial performance, and overall profitability.
Our subsidiary in the U.S. is licensed as an auto club in California, which exposes Roadzen to a distinct set of risks due to the stringent regulatory landscape enforced by the California Department of Insurance (“CDI”). Compliance with these regulations is paramount, as they govern a wide spectrum of our activities, including membership services, claims management, and financial integrity.
Our Ability to Manage Risk with Data and Technology
Our operations are highly dependent on the reliability, availability, and security of our technology platform and data. Our operations rely on the secure processing and storage of confidential information, including our information systems and networks and those of our third-party service providers. Disruptions in the technology platform, systems and control failures, security breaches, or inadvertent disclosure of user data could result in legal exposure, harm our reputation and brand, and ultimately affect our ability to attract and retain customers. Although we have implemented administrative and technical controls and have taken protective actions to reduce risk, such measures may be insufficient to prevent unauthorized and malicious attacks. As our technology-enabled platform is reliant on data from external parties, such attacks or disruption in our data sources can impact our ability to operate effectively and result in damage to our reputation and results.
Lock-up Agreements
In connection with the consummation of the Business Combination, certain holders of equity in Vahanna and Roadzen (DE) entered into lock-up agreements (the “Lock-up Agreements”) with the Parent Company and Roadzen (DE). Pursuant to the Lock-up Agreements, certain holders of Restricted Securities (as defined therein) had agreed, among other things, to be subject to a lock-up period after Closing through September 20, 2024, which was subsequently extended through September 20, 2025. The lock-up legends were removed effective close of market on September 19, 2025.
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Components of Results of Operations
Revenue
We provide access to our IaaS solutions through contractual agreements with our customers, whereby the customer receives one or a bundle of our solutions, which can include inspection, claims management, RSA, and/or telematics offerings. The average contract length for our IaaS customers is approximately three years. Our clients pay us on a fixed fee per-incident or per-vehicle. Our brokerage revenues are based on commissions and fees that we receive from our insurance partners for selling their policies to customers as well as providing other client services such as claims management. Our commissions and fees are calculated as a percentage of a policy’s GWP.
Cost of Services
The cost of services for distribution business includes commissions paid to the point-of-sale person, cost of employees and other direct expenses related to facilities.
For our IaaS platform, cost of services primarily consists of direct costs involved in delivering the services to the customers, including external provider cost for inspections and RSA, as well as additional costs such as employee benefit expenses. Costs forming part of cost of revenue are recognized as incurred.
Research and Development
Research and development costs consist primarily of employee-related costs, including salaries, stock-based compensation, employee benefits and other expenses. It also includes the cost of annotating data pipelines for AI, the cost of building and maintaining our own AI servers for training and the cloud costs for production deployments. We continue to focus our research and development efforts on adding new features and products.
Sales and Marketing
Sales and marketing expenses primarily include expenditures related to advertising, channel partner incentives, media, promotional and bundling costs, brand awareness activities, business development, corporate partnerships and allocated overhead costs. These expenses are a reflection of our efforts to expand our market reach for distributing insurance policies. Sales and marketing expenses also consist of employee-related costs directly associated with our sales and marketing activities, including salaries, stock-based compensation and employee benefits.
We plan to continue to invest in sales and marketing to grow our customer base and increase the awareness of end customers about our products. As a result, we expect our sales and marketing expenses to increase in absolute dollars for the foreseeable future. While we expect our sales and marketing expenses to decrease as a percentage of our revenue over the long-term, our sales and marketing expenses may fluctuate as a percentage of our revenue from period to period due to the timing and extent of these expenses.
General and Administrative
General and administrative expenses consist of employee-related costs for executive, finance, legal, human resources, IT, and facilities personnel, including salaries, stock-based compensation, employee benefits, professional fees for external legal, accounting, and other consulting services, and allocated overhead costs.
We expect our general and administrative expenses to continue to increase in absolute dollars for the foreseeable future to support our growth as well as due to additional costs associated with legal, accounting, compliance, insurance, investor relations, and other costs as we operate as a public company. While we expect our general and administrative expenses to decrease as a percentage of our revenue over the long-term, our general and administrative expenses may fluctuate as a percentage of our revenue from period to period due to the timing and extent of these expenses.
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Depreciation and Amortization
Depreciation and amortization reflects the recognition of the cost of our tangible and intangible assets over their useful life. Depreciation expenses relate to equipment, hardware and purchased software. Amortization relates to investments related to recent acquisitions, internal software development and investments made in intellectual property development. Depreciation and amortization are expected to increase slightly in dollar amount over time but will likely decrease as a percentage of revenue as investments in platform technology reach scale.
Fair Value Changes in Financial Instruments Carried at Fair Value
Our outstanding notes and warrants are financial liabilities measured at fair value with fair value changes recognized in profit or loss. We carry out a periodic fair valuation exercise and recognize the increase or decrease in the carrying values of these financial instruments in our Consolidated Statements of Operations. Such fair value changes are primarily driven by changes in our equity value, risk free interest rates and credit risk premia.
Impairment of goodwill and intangibles with definite life
Impairment of goodwill and intangibles can arise from various factors, including economic fluctuations, industry changes, technological advancements, and evolving customer preferences. When the carrying value of these assets exceeds their recoverable amount, impairment occurs, leading to a decrease in reported value on our financial statements. Recognizing and addressing impairment in a timely and effective manner is essential. Regular assessments and impairment tests are necessary to identify potential impairments and determine the recoverable amount of these assets.
Income Tax Expense/(Benefit)
Income tax expense/(benefit) consists primarily of income taxes in certain foreign and state jurisdictions in which we conduct business. We maintain a full valuation allowance against our U.S. and certain foreign jurisdictions’ deferred tax assets because we have concluded that it is more likely than not that the deferred tax assets will not be realized.
Results of Operations (all figures are denominated in US$)
Comparison of the Three Months Ended September 30, 2025 and September 30, 2024
| For the three months ended September 30, | Change | |||||||||||||||
| Particulars | 2025 | 2024 | amount | % | ||||||||||||
| Revenue | 13,679,267 | 11,874,098 | 1,805,169 | 15 | % | |||||||||||
| Costs and expenses: | ||||||||||||||||
| Cost of services | 6,057,579 | 5,217,621 | 839,958 | 16 | % | |||||||||||
| Research and development | 148,529 | 1,496,600 | (1,348,072 | ) | -90 | % | ||||||||||
| Sales and marketing | 6,252,328 | 8,076,959 | (1,824,631 | ) | -23 | % | ||||||||||
| General and administrative | 3,806,800 | 20,430,960 | (16,624,159 | ) | -81 | % | ||||||||||
| Depreciation and amortization | 750,207 | 193,372 | 556,835 | 288 | % | |||||||||||
| Total costs and expenses | 17,015,443 | 35,415,512 | (18,400,069 | ) | -52 | % | ||||||||||
| Loss from operations | (3,336,176 | ) | (23,541,414 | ) | 20,205,238 | -86 | % | |||||||||
| Interest expense (net) | (1,249,540 | ) | (626,834 | ) | (622,706 | ) | 99 | % | ||||||||
| Fair value gains/(losses) in financial instruments carried at fair value | 1,067,732 | (1,096,949 | ) | 2,164,681 | -197 | % | ||||||||||
| Other income (net) | 1,353,929 | 3,252,528 | (1,898,599 | ) | -58 | % | ||||||||||
| Total other income/(expense) | 1,172,121 | 1,528,745 | (356,624 | ) | -23 | % | ||||||||||
| (Loss)/Income before income tax expense | (2,164,055 | ) | (22,012,669 | ) | 19,848,614 | -90 | % | |||||||||
| Less: income tax (benefit)/expense | 10,826 | (181,264 | ) | 192,090 | -106 | % | ||||||||||
| Net (loss)/income before non-controlling interest | (2,174,881 | ) | (21,831,405 | ) | 19,656,524 | -90 | % | |||||||||
| Net loss attributable to non-controlling interest, net of tax | (66,777 | ) | (21,366 | ) | (45,411 | ) | 213 | % | ||||||||
| Net Loss attributable to Ordinary shareholders | (2,108,104 | ) | (21,810,039 | ) | 19,701,935 | -90 | % | |||||||||
Comparison of the Six Months Ended September 30, 2025 and September 30, 2024
| For
the Six months ended September 30, | Change | |||||||||||||||
| Particulars | 2025 | 2024 | amount | % | ||||||||||||
| Revenue | 24,544,813 | 20,805,615 | 3,739,198 | 18 | % | |||||||||||
| Costs and expenses: | ||||||||||||||||
| Cost of services | 10,527,032 | 10,645,061 | (118,029 | ) | -1 | % | ||||||||||
| Research and development | 230,063 | 3,286,142 | (3,056,080 | ) | -93 | % | ||||||||||
| Sales and marketing | 12,384,339 | 13,879,257 | (1,494,918 | ) | -11 | % | ||||||||||
| General and administrative | 6,384,698 | 46,257,148 | (39,872,450 | ) | -86 | % | ||||||||||
| Depreciation and amortization | 875,206 | 673,721 | 201,485 | 30 | % | |||||||||||
| Total costs and expenses | 30,401,338 | 74,741,329 | (44,339,992 | ) | -59 | % | ||||||||||
| Loss from operations | (5,856,525 | ) | (53,935,714 | ) | 48,079,189 | -89 | % | |||||||||
| Interest expense (net) | (2,190,859 | ) | (1,448,520 | ) | (742,339 | ) | 51 | % | ||||||||
| Fair value gains/(losses) in financial instruments carried at fair value | 556,194 | (18,249,009 | ) | 18,805,203 | -103 | % | ||||||||||
| Other income (net) | 1,306,007 | 3,274,880 | (1,968,873 | ) | -60 | % | ||||||||||
| Total other income/(expense) | (328,658 | ) | (16,422,649 | ) | 16,093,991 | -98 | % | |||||||||
| Loss before income tax expense | (6,185,183 | ) | (70,358,363 | ) | 64,173,180 | -91 | % | |||||||||
| Less: income tax (benefit)/expense | 90,805 | (74,614 | ) | 165,419 | -222 | % | ||||||||||
| Net loss before non-controlling interest | (6,275,988 | ) | (70,283,749 | ) | 64,007,761 | -91 | % | |||||||||
| Net loss attributable to non-controlling interest, net of tax | (162,114 | ) | (66,685 | ) | (95,429 | ) | 143 | % | ||||||||
| Net loss attributable to Roadzen Inc. | (6,113,874 | ) | (70,217,064 | ) | 64,103,190 | -91 | % | |||||||||
| 43 |
Revenue
| For
the three months period ended September 30, | Change | |||||||||||||||
| Particulars | 2025 | 2024 | amount | % | ||||||||||||
| Revenue | ||||||||||||||||
| Commission and Distribution Income | 5,856,240 | 5,917,433 | (61,193 | ) | -1 | % | ||||||||||
| Income from Insurance as a Service | 7,823,027 | 5,956,665 | 1,866,362 | 31 | % | |||||||||||
| Total | 13,679,267 | 11,874,098 | 1,805,168 | 15 | % | |||||||||||
Revenue increased by $1.8 million, representing a 15% increase for the three months ending September 30, 2025, compared to the same period the prior year. This increase was primarily due to the consolidation of our Variable Interest Entity (“VIE”) in China, Daokang (Beijing) Data Science Company Limited.
Commission and Commission and Distribution Income decreased by $0.06 million, or 1%, compared to the same period in the previous year.
Revenue from the Insurance as a Service (IaaS) platform increased by $1.9 million, or 31%, for the three months ending September 30, 2025 primarily due to the consolidation of our VIE in China.
As of September 30, 2025, the Company maintained 46 insurance customer agreements and 80 automotive customer agreements, as well as approximately 3,900 agents and fleet customer agreements.
| For
the six months period ended September 30, | Change | |||||||||||||||
| Particulars | 2025 | 2024 | amount | % | ||||||||||||
| Revenue | ||||||||||||||||
| Commission and Distribution Income | 11,584,456 | 9,000,085 | 2,584,371 | 29 | % | |||||||||||
| Income from Insurance as a Service | 12,960,357 | 11,805,530 | 1,154,827 | 10 | % | |||||||||||
| Total | 24,544,813 | 20,805,615 | 3,739,198 | 18 | % | |||||||||||
Revenue increased by $3.7 million, or 18%, for the six months ending September 30, 2025, compared to the same period the prior year. This increase was primarily due to the consolidation of our VIE in China, Daokang, and expansion of our distribution network.
Commission and Distribution Income increased by $2.6 million, or 29%, compared to the same period in the previous year. This growth was supported by strategic marketing efforts and the expansion of our distribution network, allowing us to access new customer segments and enhance product penetration within existing markets.
Revenue from the Insurance as a Service (IaaS) platform increased by $1.1 million, or 10%, for the six months ending September 30, 2025 primarily due to the consolidation of our VIE in China
Cost of Services
| For the three months ended September 30, | Change | |||||||||||||||
| Particulars | 2025 | 2024 | amount | % | ||||||||||||
| Cost of services | 6,057,579 | 5,217,621 | 839,958 | 16 | % | |||||||||||
Cost of services increased by $0.8 million, or 16%, for the three months ending September 30, 2025 compared to the same period the prior year. This increase was primarily driven by the consolidation of our VIE in China and increased IaaS revenue.
| For the six months ended September 30, | Change | |||||||||||||||
| Particulars | 2025 | 2024 | amount | % | ||||||||||||
| Cost of services | 10,527,032 | 10,645,061 | (118,029 | ) | -1 | % | ||||||||||
Cost of services decreased by $0.1 million, or 1%, for the six months ending September 30, 2025 compared to the same period the prior year, as cost of service directly correlated to revenue, the decline is primarily driven by the decrease in IaaS revenue in the previous quarter offset by increase in cost of service associated to consolidation of our VIE in China in the current quarter.
Research and Development
| For the three months ended September 30, | Change | |||||||||||||||
| Particulars | 2025 | 2024 | amount | % | ||||||||||||
| Research and development | 148,529 | 1,496,600 | (1,348,072 | ) | -90 | % | ||||||||||
Research and development expenses decreased by $1.3 million, or 90%, for the three months ended September 30, 2025, compared to the same period in the prior year. The reduction was primarily attributable to a $1.2 million decline in non-cash compensation expense associated with RSU grants, and a $0.1 million increase in capitalization relative to the prior period.
| 44 |
| For the six months ended September 30, | Change | |||||||||||||||
| Particulars | 2025 | 2024 | amount | % | ||||||||||||
| Research and development | 230,063 | 3,286,142 | (3,056,080 | ) | -93 | % | ||||||||||
Research and development expenses decreased by $3.0 million, or 93%, for the six months ended September 30, 2025, compared to the same period in the prior year. The reduction was primarily attributable to a $2.6 million decline in non-cash compensation expense associated with RSU grants, a $0.2 million increase in capitalization relative to the prior period and $0.2 million decrease in costs related to technology personnel and consulting services.
Sales and Marketing
| For the three months ended September 30, | Change | |||||||||||||||
| Particulars | 2025 | 2024 | amount | % | ||||||||||||
| Sales and marketing | 6,252,328 | 8,076,959 | (1,824,631 | ) | -23 | % | ||||||||||
Sales and marketing expense decreased by $1.8 million, or 23%, for the three months ended September 30, 2025 compared to the same period the prior year. The increase was primarily attributable to a $1.7 million decline in non-cash compensation expense related to RSU grants.
| For the six months ended September 30, | Change | |||||||||||||||
| Particulars | 2025 | 2024 | amount | % | ||||||||||||
| Sales and marketing | 12,384,339 | 13,879,257 | (1,494,918 | ) | -11 | % | ||||||||||
Sales and marketing expense decreased by $1.4 million, or 11%, for the six months ended September 30, 2025 compared to the same period the prior year. The decrease was primarily attributable to a $3.6 million decline in non-cash compensation expense related to RSU grants, partially offset by $2.2 million rise in expenses due to enhanced marketing efforts related to increasing distribution income during previous quarter.
General and administrative
| For the three months ended September 30, | Change | |||||||||||||||
| Particulars | 2025 | 2024 | amount | % | ||||||||||||
| General and administrative | 3,806,800 | 20,430,960 | (16,624,159 | ) | -81 | % | ||||||||||
General and administrative expenses declined by $16.6. million, or 81%, for the three months ended September 30, 2025, compared to the same period in the prior year. This decrease was primarily driven by a $17.9 million reduction in non-cash RSU expenses and an increase of $0.7 million associated to the consolidation of Daokang.
| For the six months ended September 30, | Change | |||||||||||||||
| Particulars | 2025 | 2024 | amount | % | ||||||||||||
| General and administrative | 6,384,698 | 46,257,148 | (39,872,450 | ) | -86 | % | ||||||||||
General and administrative expenses declined by $39.8 million, or 86%, for the six months ended September 30, 2025, compared to the same period in the prior year. This decrease was primarily driven by a $40.7 million reduction in non-cash RSU expenses, partially offset by an increase of $0.7 million associated to the consolidation of Daokang.
| 45 |
Depreciation and Amortization
| For the three months ended September 30, | Change | |||||||||||||||
| Particulars | 2025 | 2024 | amount | % | ||||||||||||
| Depreciation and amortization | 750,207 | 193,372 | 556,835 | 288 | % | |||||||||||
Depreciation and amortization increased by $0.6 million or 288% for the three months ended September 30, 2025, compared to the same period the prior year.
| For the six months ended September 30, | Change | |||||||||||||||
| Particulars | 2025 | 2024 | amount | % | ||||||||||||
| Depreciation and amortization | 875,206 | 673,721 | 201,485 | 30 | % | |||||||||||
Depreciation and amortization decreased by $0.2 million or 30% for the six months ended September 30, 2025, compared to the same period the prior year.
Interest Income (Expense)
| For the three months ended September 30, | Change | |||||||||||||||
| Particulars | 2025 | 2024 | amount | % | ||||||||||||
| Interest income/(expense) | (1,249,540 | ) | (626,834 | ) | (622,706 | ) | 99 | % | ||||||||
Interest expense increased $0.6 million or 99% increase for the three months ended September 30, 2025 compared to the same period the prior year primarily due to an increase in borrowings from banks and other parties.
| For the six months ended September 30, | Change | |||||||||||||||
| Particulars | 2025 | 2024 | amount | % | ||||||||||||
| Interest income/(expense) | (2,190,859 | ) | (1,448,520 | ) | (742,339 | ) | 51 | % | ||||||||
Interest expense increased $0.7 million or 51% increase for the six months ended September 30, 2025 compared to the same period the prior year primarily due to an increase in borrowings from banks and other parties.
| 46 |
Fair Value Changes in Financial Instruments Carried at Fair Value
| For the three months ended September 30, | Change | |||||||||||||||
| Particulars | 2025 | 2024 | amount | % | ||||||||||||
| Fair value changes in financial instruments carried at fair value | 1,067,732 | (1,096,949 | ) | 2,164,681 | -197 | % | ||||||||||
Loss on fair valuation changes decreased by $2.1 million or 197%, for the three months ended September 30, 2025 compared to the same period the prior year due to the fair market valuation of our convertible promissory notes, share warrants and the consolidation of Daokang.The Company has not yet conducted a Purchase Price Allocation (“PPA”) valuation of Daokang, which may result in a change of the fair valuation of Daokang, currently recorded at $0.9 million
| For the six months ended September 30, | Change | |||||||||||||||
| Particulars | 2025 | 2024 | amount | % | ||||||||||||
| Fair value changes in financial instruments carried at fair value | 556,194 | (18,249,009 | ) | 18,805,203 | -103 | % | ||||||||||
Loss on fair valuation changes decreased by $18.8 million or 103%, for the six months ended September 30, 2025 compared to the same period the prior year due to the fair market valuation of our convertible promissory notes, share warrants and the consolidation of Daokang. The Company has not conducted a PPA valuation of Daokang, which may result in a change of the fair valuation of Daokang, currently recorded at $0.9 million.
Other Income/(Expense)
| For the three months ended September 30, | Change | |||||||||||||||
| Particulars | 2025 | 2024 | amount | % | ||||||||||||
| Other income/(expense) net | 1,353,929 | 3,252,528 | (1,898,599 | ) | -58 | % | ||||||||||
Other income (expense), net, decreased by $1.9 million, or 58%, for the three months ended September 30, 2025, compared to the same period in the prior year. The decrease was primarily driven by a lower write-back of certain liabilities related to payables inherited from the Business Combination of $1.3 million during the current period, compared to $3.8 million in the prior-year period. The prior year period was also partially offset by $0.7 million in write-offs of customer contracts.
| For the six months ended September 30, | Change | |||||||||||||||
| Particulars | 2025 | 2024 | amount | % | ||||||||||||
| Other income/(expense) net | 1,306,007 | 3,274,880 | (1,968,873 | ) | -60 | % | ||||||||||
Other income (expense), net, decreased by $1.9 million, or 58%, for the six months ended September 30, 2025, compared to the same period in the prior year. The decrease was primarily driven by a lower write-back of certain liabilities related to payables inherited from the Business Combination of $1.3 million during the current period, compared to $3.8 million in the prior-year period. The prior year period was also partially offset by $0.7 million in write-offs of customer contracts.
Non-GAAP Financial Measures
Adjusted Earnings Before Interest, Tax, Depreciation and Amortization (“Adjusted EBITDA”) is a non-GAAP financial measure which excludes the impact of finance costs, taxes, depreciation & 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.
The following table reconciles our net loss reported in accordance with GAAP to Adjusted EBITDA for the three months ended September 30, 2025 and September 30, 2024:
| For
the three months ended September 30, | ||||||||
| Particulars | 2025 | 2024 | ||||||
| Net loss | (2,108,104 | ) | (21,810,039 | ) | ||||
| Adjusted for: | ||||||||
| Other (income)/expense net | (1,353,929 | ) | (3,252,528 | ) | ||||
| Interest (income)/expense | 1,249,540 | 626,834 | ||||||
| Fair value changes in financial instruments carried at fair value(1) | (1,067,732 | ) | 1,096,949 | |||||
| Tax (benefit)/expense | 10,826 | (181,264 | ) | |||||
| Depreciation and amortization | 750,207 | 193,372 | ||||||
| Stock based compensation expense | 62,381 | 20,746,267 | ||||||
| Non-cash expenses | 132,841 | 351,130 | ||||||
| Non-recurring expenses | 1,231,747 | 105,725 | ||||||
| Adjusted EBITDA | (1,092,224 | ) | (2,123,554 | ) | ||||
| (1) | Fair value changes in financial instruments are considered to be financing costs as they relate to convertible notes and liability-classified preferred stock warrants previously issued in financing transactions. These changes are non-cash as the Company does not have an unconditional obligation to settle the convertible notes and preferred stock warrants in cash. These changes in fair value are affected by the Company’s own share price as these are settleable/convertible into the Company’s Ordinary Shares. |
| 47 |
The following table reconciles our net loss reported in accordance with GAAP to Adjusted EBITDA for the six months ended September 30, 2025 and September 30, 2024:
| For
the six months ended September 30, | ||||||||
| Particulars | 2025 | 2024 | ||||||
| Net loss | (6,113,874 | ) | (70,217,064 | ) | ||||
| Adjusted for: | ||||||||
| Other (income)/expense net | (1,306,007 | ) | (3,274,880 | ) | ||||
| Interest (income)/expense | 2,190,859 | 1,448,520 | ||||||
| Gain on bargain purchase | - | |||||||
| Fair value changes in financial instruments carried at fair value(1) | (556,194 | ) | 18,249,009 | |||||
| Tax (benefit)/expense | 90,805 | (74,614 | ) | |||||
| Depreciation and amortization | 875,206 | 673,721 | ||||||
| Stock based compensation expense | 133,739 | 46,977,256 | ||||||
| Non-cash expenses | 439,555 | 636,190 | ||||||
| Non-recurring expenses | 1,747,849 | 630,483 | ||||||
| Adjusted EBITDA | (2,498,062 | ) | (4,951,379 | ) | ||||
Limitations and Reconciliations of Non-GAAP Financial Measures
Non-GAAP financial measures have limitations as analytical tools and should not be considered in isolation or as substitutes for financial information presented under U.S. GAAP. There are a number of limitations related to the use of non-GAAP financial measures versus comparable financial measures determined under U.S. 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 U.S. GAAP financial measures and the reconciliations of these non-GAAP financial measures to their most directly comparable U.S. GAAP financial measures and to not rely on any single financial measure to evaluate our business.
Liquidity and Capital Resources
Since our incorporation, we have financed our growth through a blend of equity, convertible instruments, debt (including working capital lines), and customer payments. As of September 30, 2025, we have raised an aggregate of $61.5 million, net of issuance costs, through the issuance of Ordinary Shares, convertible instruments and preferred stock of Roadzen (DE). Our accumulated deficit stood at $231.1 million as of September 30, 2025 up from $224.3 million from the previous year. These accumulated deficit stem from substantial operating losses, which stems from the fair valuation of derivative instruments including RSUs, impairment of investment and intangible assets, and transaction costs related to the Business Combination. These losses have been detailed in the table below. We anticipate that we will continue to experience operating losses and generate negative cash flows from operations in the near future due to the planned investments in our business. Consequently, we may need to secure additional capital resources to support the execution of our strategic initiatives for growing our business in the coming years.
Details of Accumulated deficit:
| Particulars | As of September 2025 (USD millions) | As of March 2025 (USD millions) | ||||||
| Accumulated Deficit (end of year) | 231.1 | 224.3 | ||||||
| Non Cash Losses: | ||||||||
| -Fair Value Losses | 51.4 | 52.0 | ||||||
| -Stock based compensation Losses | 103.6 | 103.5 | ||||||
| -Impairment of Investments & Intangibles | 5.6 | 5.6 | ||||||
| -Other non cash losses | 5.9 | 5.5 | ||||||
| Transaction Costs – Business Combination | 10.1 | 10.1 | ||||||
| Net Operating Losses | 54.4 | 47.6 | ||||||
Our future capital requirements will depend on many factors, including, but not limited to, our growth, our ability to attract and retain customers, the continued market acceptance of our solutions, the timing and extent of spending to support our efforts to develop our platform, and the expansion of sales and marketing activities. Further, we may in the future enter into arrangements to acquire or invest in businesses, products, services and technologies. We may be required to seek additional equity or debt financing. In the event that additional financing is required, we may not be able to raise it on terms acceptable to us or at all. If we are unable to raise additional capital when desired, our business, financial condition and results of operations could be adversely affected.
Cash Flows
The following table shows a summary of our cash flows for the periods presented:
| 48 |
Operating Activities
| For the six months ended September 30, | Change | |||||||||||
| Particulars | 2025 | 2024 | amount | |||||||||
| Cash flow from operating activities: | ||||||||||||
| Net loss including non-controlling interest | (6,113,874 | ) | (70,217,064 | ) | 64,103,190 | |||||||
| Adjustments for cash flow from operation | (1,078,390 | ) | 62,398,267 | (63,476,657 | ) | |||||||
| Changes in working capital | (1,806,751 | ) | (3,432,368 | ) | 1,625,617 | |||||||
| Net cash used in operating activities | (8,999,014 | ) | (11,251,165 | ) | 22,52,150 | |||||||
Our largest sources of cash provided by operations are increases in accounts payable and payments received from our customers. Our primary uses of cash from operating activities include employee-related expenses, sales and marketing expenses, third-party cloud infrastructure expenses and other overhead costs.
For the six months ended September 30, 2025, net cash used in operating activities was $8.9 million, a decrease of $2.3 million compared to $11.2 million for the same period the prior year. This decrease primarily reflects a combination of lower net losses and changes in working capital during the current period.
The cash outflow in the six months ended September 30, 2025 was primarily driven by a net loss of $6.1 million, net cash outflow of $1.8 million resulting from changes in operating assets and liabilities, including decreased payables and higher receivables and non-cash adjustments totaling $1.0 million.
Non-cash charges for the period included:
| ● | $0.6 million in fair value gain, | |
| ● | $0.13 million in stock-based compensation expense, | |
| ● | $0.9 million in depreciation and amortization, and | |
| ● | $1.3 million in Balances written off/back |
The year-over-year increase in net cash used in operating activities reflects the impact of continued investment in strategic initiatives, increased working capital outflows due to timing differences in collections and payments. Management continues to monitor liquidity closely and is actively pursuing measures to optimize working capital and align operational costs with revenue growth expectations.
Investing Activities
| For
the six months ended September 30, | Change | |||||||||||
| Particulars | 2025 | 2024 | amount | |||||||||
| Cash flow from investing activities: | ||||||||||||
| Purchase of property, plant and equipment | (355,635 | ) | 39,443 | (395,078 | ) | |||||||
| (Investment)/ Proceeds in mutual funds | (28,213 | ) | 193,606 | (221,819 | ) | |||||||
| Proceeds from forward purchase agreement | - | 1,000,000 | ||||||||||
| Net Cash used in investing activities | (383,848 | ) | 1,233,049 | (616,897 | ) | |||||||
Cash used in investing activities was $0.38 million for the six months ended September 30, 2025, consisted of $0.35 million of capital expenditure related to new office facilities, capitalization of intangible assets and investments in mutual funds (held for sale) of $0.03 million.
Financing Activities
| For the six months ended September 30, | Change | |||||||||||
| Particulars | 2025 | 2024 | amount | |||||||||
| Cash flow from financing activities: | ||||||||||||
| Proceeds from issue of ordinary shares | 3,694,459 | - | 3,694,459 | |||||||||
| Proceeds from issue of equity shares of subsidiary to the Non-controlling interest | 5,778,944 | |||||||||||
| Net proceeds/(payments) from short-term borrowings | (894,769 | ) | - | (894,769 | ) | |||||||
| Net proceeds/(payments) from long term borrowings | (47,093 | ) | 4,460,327 | (4,507,420 | ) | |||||||
| Net cash generated from financing activities | 8,531,541 | 4,460,327 | 4,071,214 | |||||||||
We have generated negative cash flows from operations since our inception and have supplemented working capital through net proceeds from the issuance of Ordinary Shares as well as the issuance of debt.
Cash provided by financing activities was $8.5 million for the six months ended September 30, 2025, which consisted primarily of $3.6 million from the issuance of Ordinary Shares by the Company and $5.8 million from issuance of equity shares of subsidiary company partially offset by repayment of borrowings of $0.9 million.
| 49 |
Forward Purchase Agreement
On August 25, 2023, the Company (then named Vahanna Tech Edge Acquisition I Corp.) entered into an agreement with (i) Meteora Capital Partners, LP (“MCP”), (ii) Meteora Select Trading Opportunities Master, LP (“MSTO”), and (iii) Meteora Strategic Capital, LLC (“MSC” and, collectively with MCP and MSTO, “Seller”) (the “Forward Purchase Agreement” or “FPA”) for OTC Equity Prepaid Forward Transactions, as summarized in the Current Report on Form 8-K filed by the Company on September 26, 2023 (the “Prior 8-K”). Capitalized terms used but not defined herein have the meanings given to them in the Prior 8-K and/or the Forward Purchase Agreement.
On January 30, 2024, the Company and the Seller entered into an amendment to the Forward Purchase Agreement (the “Amendment”). The Amendment amends the section of the Forward Purchase Agreement regarding a Prepayment Shortfall by providing that the Company has the option, at its sole discretion, at any time up to 45 days prior to the Valuation Date, to request up to $5 million in Prepayment Shortfall via ten separate written requests to Seller in the amount of $500,000 each (each, an “Additional Shortfall Request”), provided that at the time of any Additional Shortfall Request (i) Seller has recovered 117% of the prior Additional Shortfall Request, if any, via Shortfall Sales and (ii) the VWAP Price over the ten trading days prior to such Additional Shortfall Request multiplied by the then current Number of Shares less Shortfall Sale Shares held by Seller is at least seven times greater than such Additional Shortfall Request. In addition, the Amendment amends the section of the Forward Purchase Agreement regarding Prepayment Shortfall Consideration by eliminating the 180-day period following a Trade Date before Seller may commence selling Recycled Shares and by permitting such sales without payment by Seller of any Early Termination Obligation until such time as the proceeds from such sales equal 117% (instead of 100% as originally provided in the Forward Purchase Agreement) of the Prepayment Shortfall. During the year ended March 31, 2025, an additional $1 million was received from the Seller, bringing the total cash receipts to $4.8 million.
Contractual Obligations and Commitments
The following table summarizes our contractual obligations as of September 30, 2025:
| For the year ended September 30, 2025 | ||||||||||||||||||||
| Particulars | Total | Less than 1 Year | 1-3 year | 3-5 year | After | |||||||||||||||
| Debt(1) | 23,174,282 | 23,026,408 | 63,472 | 84,402 | ||||||||||||||||
| Operating Leases(2) | 1,086,951 | 470,929 | 351,164 | 176,933 | 87,925 | |||||||||||||||
| Deferred Revenue | 907,255 | 709,462 | 181,113 | 14,095 | 2,585 | |||||||||||||||
| Accounts Payable & accrued expenses | 33,237,612 | 33,237,612 | ||||||||||||||||||
| Total | 58,406,101 | 57,444,411 | 595,749 | 275,431 | 90,510 | |||||||||||||||
| (1) | The amount of debt represents carrying amount of borrowings (excluding interest) which the Company is obligated to repay in cash. |
| (2) | The Company leases office space under non-cancellable operating lease agreements, which expire on various dates through January 2033. The operating lease includes $209,741 of imputed interest due to the implementation of ASC-842. |
| 50 |
Description of Indebtedness:
| As of September 30, 2025 | As of March 31, 2025 | |||||||||||||||
| Particulars | Long Term Borrowings | Short Term Borrowings | Long Term Borrowings | Short Term Borrowings | ||||||||||||
| Loans from banks | 182,232 | 282,335 | 167,177 | 263,846 | ||||||||||||
| Secured debentures | 1,656,448 | - | 1,718,596 | - | ||||||||||||
| Convertible debenture | 1,140,753 | - | 1,158,446 | - | ||||||||||||
| Current portion of long-term borrowings | (2,831,559 | ) | 2,831,559 | (2,904,444 | ) | 2,904,444 | ||||||||||
| Loan from Related Parties | - | 237,248 | - | 115,086 | ||||||||||||
| Loan from Others | - | 19,675,266 | - | 19,486,713 | ||||||||||||
| 147,874 | 23,026,408 | 139,775 | 22,770,089 | |||||||||||||
Description of Operating Leases:
| Particulars | For the period ended September 30, 2025 | |||
| Operating Leases: | ||||
| Short term liabilities | 463,347 | |||
| Long term liabilities | 413,863 | |||
| Total operating lease liabilities | 877,210 | |||
Senior Secured Mizuho Notes
On June 30, 2023, Roadzen entered into a Note Purchase Agreement (the “Note Purchase Agreement”) with Mizuho Securities USA LLC (“Mizuho”), as administrative agent and collateral agent, and as a purchaser, pursuant to which Mizuho purchased an aggregate principal amount of $7,500,000 of senior secured notes (the “Mizuho Notes”). The Mizuho Notes bear interest at a rate of 15.0% per annum, which will automatically increase by 5% if we fail to prepay the Mizuho Notes upon the occurrence of certain mandatory prepayment events as set forth in the Note Purchase Agreement; however, we may prepay all or any portion of the Mizuho Notes prior to maturity at our option without penalty.
As a condition precedent to closing under the Note Purchase Agreement, Roadzen entered into a Security Agreement, pursuant to which each of the Loan Parties granted a first priority lien on substantially all of their assets to Mizuho, as administrative agent and collateral agent for the Purchasers.
The Note Purchase Agreement contains certain covenants that restrict the Note Parties’ ability to, among other things, transfer or sell assets, create liens, incur indebtedness, make payments and investments and transact with affiliates. Additionally, the Loan Parties are collectively required to maintain a cash reserve of at least $1 million in the aggregate to satisfy the minimum liquidity condition as set forth in the Note Purchase Agreement.
The Note Purchase Agreement provides for customary events of default that, if not cured or waived, would result in the acceleration of substantially all of the outstanding debt and interest owed under the Mizuho Notes (and any other debt containing a cross-default or cross-acceleration provision) and default interest of an additional two percent (2.0%) for so long as an event of default is continuing.
The Mizuho Notes were originally scheduled to mature on June 30, 2024. On June 30, 2024, Mizuho granted to the Company a waiver of payment until July 31, 2024. On July 26, 2024, the Company entered into Amendment No. 1 to the senior secured notes, providing for an additional $4 million in principal amount to a total of $11.5 million, and an extension of the maturity date to December 31, 2024. Terms of the notes were otherwise the same as the original notes issued in June 2023, including an interest rate of 15% per year, and did not require any additional warrants. On December 31, 2024, and again on January 31, 2025 while Amendment No. 2 to the senior secured notes were being drafted, Mizuho granted to the Company a waiver of payment until January 31, 2025 and then February 28, 2025.
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On February 28, 2025, the Company entered into Amendment No. 2 to the Note Purchase Agreement (the “Second Amendment”), by and among the Company, Roadzen, Inc., a wholly-owned subsidiary of the Company (the “Issuer”), the subsidiary guarantors party thereto (the “Guarantors”) and Mizuho, as administrative agent and collateral agent (in such capacity, the “Agent”) and as a purchaser thereunder (in such capacity, the “Purchaser”), which amended the Note Purchase Agreement, dated as of June 30, 2023 (as previously amended), by and among the Issuer, the Guarantors, the Agent and the Purchaser. Among other things, the Amendment provides for (i) an extension of the maturity date of the $11.5 million in principal amount of senior secured notes issued under the Note Purchase Agreement (the “Notes”) from December 31, 2024 to December 31, 2025 and (ii) the joinder of the Company as an additional Guarantor under the Note Purchase Agreement. In addition, the Company agreed to file, by March 30, 2025, a registration statement registering the resale of the Company’s Ordinary Shares, issuable upon exercise of the Warrant (as defined below) and to use its reasonable best efforts to have such registration statement effective as soon as practicable after filing.
Also on February 28, 2025, in connection with the Second Amendment, the Company issued to the Purchaser an amended and restated warrant (the “Warrant”) to purchase an additional 104,566 Ordinary Shares at an exercise price of $0.001 per share, for a total of up to 1,537,083 Ordinary Shares at an exercise price of $0.001 per share. The Warrant amends, restates and supersedes in its entirety the warrant to purchase up to 1,432,517 Ordinary Shares at an exercise price of $0.001 per shares issued to the Purchaser on May 14, 2024 pursuant to the terms of the Note Purchase Agreement.
On November 4, 2025, the Company announced it had reached an agreement in principle with Mizuho to further extend the maturity date from December 31, 2025 to June 30, 2027. All other terms remain the same.
Roadzen used the proceeds of the Mizuho Notes to support general corporate and working capital requirements and for other general corporate purposes.
December 2023 Junior Unsecured Convertible Debenture
On December 15, 2023, the Company issued a securities purchase agreement (the “December 2023 Convertible SPA”), among the Company and the investors party thereto from time to time. Pursuant to the terms of the December 2023 Convertible SPA, the Company may issue and sell an aggregate of up to $50 million in principal amount of convertible debentures (the “December 2023 Convertible Debentures”), on a private placement basis (collectively, the “December 2023 Private Placement”). The Company held an initial closing of the December 2023 Private Placement, at which it received $400,000 in proceeds on December 15, 2023. On January 19, 2024, the Company issued an additional convertible debenture under the December 2023 Convertible SPA in the principal amount of $500,000 to Ms. Supurna VedBrat (the “VedBrat Debenture”), a director of the Company, for a purchase price equal to the principal amount of the VedBrat Debenture. Also on January 19, 2024, Ms. VedBrat became a party to the December 2023 Convertible SPA and entered into a letter agreement with the Company (the “Letter Agreement”) with respect to her investment in the Company pursuant to the VedBrat Debenture. On February 7, 2024 the Company issued an additional convertible debenture under the December 2023 Convertible SPA in the principal amount of $200,000 and may sell additional Debentures at additional closings from time to time.
The December 2023 Convertible Debentures bear interest, in arrears, at a rate of 13% per annum, payable semi-annually commencing on June 15, 2024, and matures on December 15, 2025. Interest is payable in kind, subject to the right of the Company to make any interest payments in cash. The Debentures are convertible into the Company’s Ordinary Shares, at the election of the holder at any time at an initial conversion price of $10.00 per Ordinary Share (the “Conversion Price”). The Conversion Price is subject to customary adjustments for stock dividends, stock splits, reclassifications and the like. In addition, if the average volume weighted average price of the Ordinary Shares for the 30 trading days immediately preceding December 15, 2024 (the “Average VWAP”) is less than the Conversion Price then in effect, the Conversion Price will be adjusted to an amount equal to such Average VWAP, subject to a floor of 85% of the Conversion Price then in effect. As a result, as the Average VWAP was less than the Conversion Price then in effect, the Conversion Price was adjusted to $8.50, an amount equal to 159,995 Ordinary Shares, as of December 15, 2024. The Company has the right to require the Debentures to be converted into Ordinary Shares if the closing price of the Ordinary Shares exceeds 130% of the then-applicable Conversion Price for any 20 trading days within a consecutive 30 trading day-period.
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The indebtedness evidenced by the December 2023 Convertible Debentures is subordinate to all other indebtedness of the Company. The Company has agreed in the December 2023 Convertible Debentures that it will not, while the December 2023 Convertible Debentures remain outstanding, incur additional indebtedness other than indebtedness (i) evidenced by other December 2023 Convertible Debentures, (ii) senior to the December 2023 Convertible Debentures in an aggregate principal amount of no more than $50 million and (iii) pari passu or junior to the December 2023 Convertible Debentures in an aggregate principal amount of no more than $50 million. The December 2023 Convertible Debentures contain customary events of default, including defaults in payment or performance that remain uncured after specified cure periods and certain events of bankruptcy.
Pursuant to the terms of the Letter Agreement, the Company has (i) granted Ms. VedBrat certain most favored nations rights with respect to future issuances of securities while the VedBrat Debenture is outstanding and (ii) agreed to issue to Ms. VedBrat, warrants to purchase a number of Ordinary Shares equal in value as of December 15, 2023 to ten percent (10%) of the original principal balance of the VedBrat Debenture, at an exercise price of $8.50 per share. The Company entered into a substantially similar letter agreement with the first investor that purchased December 2023 Convertible Debentures at the initial closing under the December 2023 Convertible SPA.
Senior Secured 2024 Notes
On March 28, 2024, the Company entered into a securities purchase agreement (the “March 2024 SPA”) with Supurna VedBrat and Krishnan-Shah Family Partners, LP (together, the “2024 Purchasers”). Ms. VedBrat is a director of the Company. Ajay Shah, another director of the Company, and his wife, are trustees of the general partner of the Krishnan-Shah Family Partners, LP. Each of the 2024 Purchasers purchased $500,000 in principal amount of the 2024 SPA Notes on the date of the March 2024 SPA (the “March 2024 Notes”). On May 23, 2024, Ms. VedBrat purchased an additional $500,000 in principal amount of the 2024 SPA Notes (the “May 2024 Note”).
Pursuant to the terms of the March 2024 SPA, the Company may issue and sell up to an additional $2.0 million in aggregate principal amount of the 2024 SPA Notes to one or more other purchasers. The March 2024 SPA contains covenants by the Company, including requirements to cause each of its subsidiaries (other than certain excluded subsidiaries) to guaranty the Company’s obligations under the 2024 SPA Notes and to take certain actions required to grant the 2024 Purchasers perfected security interests in the assets of the Company and its subsidiaries (subject to the existing liens of Mizuho). Pursuant to the terms of the March 2024 SPA, the Company and the 2024 Purchasers entered into Buyer Security Documents as defined in the March 2024 SPA.
The 2024 SPA Notes bear interest at a rate of 17.5% per annum and mature on the six-month anniversary of funding of the respective note (the “Initial Rate Adjustment Date”). Interest is payable in cash or in kind, at the option of the Company, on each three-month anniversary of funding through the Initial Rate Adjustment Date (after which date all interest is payable in cash unless the parties agree to payment in kind). The Company’s failure to repay all principal and accrued interest by the Initial Rate Adjustment Date would not constitute an event of default under the applicable 2024 SPA Note, however, the interest rate payable under such 2024 SPA Note would increase on such date to 19.5% per year going forward, and thereafter would increase by an additional 200 basis points on each monthly anniversary of the Initial Rate Adjustment Date until each of the respective 2024 SPA Notes is paid in full, subject to a maximum interest rate of 29.5% per year. Following the Initial Rate Adjustment Date, all unpaid principal and accrued interest would be payable within five business days of the holder’s written demand. If any interest under the 2024 SPA Notes is paid in kind, such payment would be made through the issuance of that number of the Company’s Ordinary Shares, calculated by dividing the amount payable by the lowest of (i) $8.00, (ii) the volume-weighted average price (“VWAP”) of the Ordinary Shares over the 60 trading days ending three trading days prior to the interest payment date, (iii) the opening price per share of the Ordinary Shares in any public offering of Ordinary Shares after the issuance of the respective 2024 SPA Notes, and (iv) the price per Ordinary Share after market close on the first day of trading following any such public offering of Ordinary Shares.
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The indebtedness evidenced by the 2024 SPA Notes is intended to rank senior to all outstanding and future indebtedness of the Company, other than the Company’s outstanding indebtedness to Mizuho, and is to be secured pursuant to the Buyer Security Documents. The 2024 SPA Notes contain covenants of the Company that, among other things, prohibit the Company from incurring additional indebtedness or liens, subject to certain exceptions, for so long as the 2024 SPA Notes are outstanding. The 2024 SPA Notes contain customary events of default, including certain defaults in payment or performance and certain events of bankruptcy.
Also pursuant to the terms of the March 2024 SPA, the Company agreed to issue to each Purchaser warrants (the “March 2024 SPA Warrants”) to purchase, for each $10,000 in original principal amount of 2024 SPA Notes purchased, 1,000 Ordinary Shares. Each of the March 2024 SPA Warrant will be exercisable at any time during the period commencing on March 28, 2025 (the “Vesting Date”) through March 28, 2031 (or until the dissolution, liquidation or winding up of the Company, if earlier). The exercise price of the March 2024 SPA Warrants is equal to 80% of the lower of (i) the VWAP of the Company’s Ordinary Shares (RZDN), as reported on the relevant market or exchange, over the 60 trading days subsequent to the first loan funding, (ii) the opening price of any public offering of straight equity securities of the Company occurring within six months after the issue date of the March 2024 SPA Warrants and (iii) the VWAP of the Ordinary Shares over the 60 trading days immediately prior to the Vesting Date. The March 2024 SPA Warrants have customary anti-dilution protections in the event the Company declares dividends or distributions on the Ordinary Shares or subdivides, combines or reclassifies its outstanding Ordinary Shares. On April 22, 2024, the Company issued March 2024 SPA Warrants to purchase 50,000 Ordinary Shares to Krishnan-Shah Family Partners, LP. On June 20, 2024, the Company issued March 2024 SPA Warrants to purchase 50,000 Ordinary Shares to Ms. VedBrat and on October 27, 2024 issued additional March 2024 SPA Warrants to purchase an additional 50,000 Ordinary Shares to Ms. VedBrat in connection with her purchase of the May 2024 Note.
Secured, Non-Convertible 2022 Debentures
One of our material subsidiaries issued Secured, Non-Convertible Debentures with NP1 Capital Trust with an aggregate principal amount of $3.7 million during the fiscal year ended March 31, 2023 with varying maturity dates between January 2024 and July 2024 and interest rates ranging from 19.25% to 20.00% per year. The principal outstanding as of September 30, 2025 is $1.7 million. On September 30, 2024 the Company entered into an amendment agreement restructuring the principal repayments and extending the maturity date to March 31, 2025. The Company did not honor the repayment of the above debentures as of the amended date, and has obtained an extension from the lender up to November 30, 2025. In October 2025, the Company entered into negotiations with the lender to settle all principal and accrued interest, including late payment charges, partly in cash and partly in equity of the Company’s Indian subsidiary.
Junior Convertible 2025 Debentures
On March 31, 2025, the Company entered into a securities purchase agreement (the “Securities Purchase Agreement”) with an institutional investor (the “2025 Investor”) under which the Company agreed to issue and sell, in a registered public offering, junior convertible notes (each, a “Junior Note” and collectively, the “Junior Notes”) for up to an aggregate principal amount of $2,300,000 that may be convertible into the Company’s Ordinary Shares. On April 1, 2025, the Company completed the sale and issued the Junior Notes to the 2025 Investor.
The Junior Notes were sold for a gross purchase price of $2,000,000 before fees and other expenses. The Junior Notes will mature one year from the date of issuance and bear interest at a rate of 16% per year (increasing to 18% upon the occurrence and during the continuation of an event of default). 25% of the principal amount of the Junior Notes (less any amount previously converted by the holders), together with accrued but unpaid interest, is payable quarterly, commencing three months after the date of issuance. The Junior Notes had an initial conversion price of $2.00, which was subsequently reduced to $1.40 (the “Conversion Price”) and will be convertible at any time, in whole or in part and subject to certain beneficial ownership limitations, at the election of the holders. The Conversion Price is subject to customary adjustments upon any stock split, stock dividend, stock combination, recapitalization or similar event. The Company may redeem all or any portion of outstanding Junior Notes at any time upon at least five trading days’ written notice by paying an amount equal to the principal amount of the Junior Notes being redeemed, together with interest accrued on such principal amount through the date of redemption, and additional interest that would accrue on such principal amount through the maturity date (the “Make Whole Amount”).
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Upon the occurrence of an Event of Default (as defined in the Junior Notes), the holders may (i) either require the Company to redeem all or any portion of the Junior Notes, (ii) or, in the case of a failure to make a required quarterly payment under the Junior Notes, convert all or any portion of the Junior Notes at a price equal to the Event of Default Conversion Price (as defined in the Junior Notes). The Company also agrees not to enter into or be party to a Fundamental Transaction (as defined in the Junior Notes) unless (i) the Successor Entity (as defined in the Junior Notes) (if other than the Company) assumes in writing all of the obligations of the Company under the Junior Notes and the other Transaction Documents in accordance with the provisions of the Junior Notes prior to such Fundamental Transaction, or (ii) at or prior to the consummation of the Fundamental Transaction, the Company redeems the Junior Notes in full by paying to the holder an amount in cash representing all outstanding Principal, accrued and unpaid Interest (including Default Interest, as applicable) and Make-Whole Amount.
Subject to the provisions of the Junior Notes, if, at any time while the Junior Notes are outstanding, the Company carries out one or more Subsequent Placements (as defined in the Junior Notes), the holders will have the right to require the Company to first use up to 25% of the net proceeds of such Subsequent Placement to redeem all or a portion of the Junior Notes in cash at the Redemption Price (as defined in the Junior Notes) applicable to the principal amount subject to the Holder Optional Redemption (as defined in the Junior Notes) plus any other amounts, if any, then owing to the holder of the Junior Notes.
Off-Balance Sheet Financing Arrangements
We have no obligations, assets or liabilities, which would be considered off-balance sheet arrangements as of September 30, 2025. We do not participate in transactions that create relationships with unconsolidated entities or financial partnerships, often referred to as variable interest entities, which would have been established for the purpose of facilitating off-balance sheet arrangements. We have not entered into any off-balance sheet financing arrangements, established any special purpose entities, guaranteed any debt or commitments of other entities, or purchased any non-financial assets.
Recent Developments
On October 6, 2025, the Company announced the final closing of its India subsidiary financing, raising $7 million in total, representing approximately 8% dilution at the subsidiary level.
On October 8, 2025, the Company entered into a securities purchase agreements (the “PIPE Purchase Agreement”) with an institutional investor (the “PIPE Investor”) pursuant to which the Company agreed to issue and sell to the PIPE Investor, and the PIPE Investor agreed to purchase from the Company, an aggregate of 1,200,000 of the Company’s Ordinary Shares, for a purchase price of $1.25 per share, or $1,500,000 in the aggregate. Also on October 8, 2025, the Company entered into a registration rights agreement with the PIPE Investor, pursuant to which the Company agreed, among other things, to use its reasonable best efforts to file, on or before December 31, 2025, a registration statement covering the resale of all of the Ordinary Shares sold pursuant to the PIPE Purchase Agreement.
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On October 29, 2025, the Company announced it entered into a definitive agreement to acquire majority control of a commercial auto insurance broker and managing general underwriter (“MGU”), licensed to operate as a broker across California, Texas, Illinois and New Jersey, and which also maintains Lloyd’s of London Coverholder status, enabling it to underwrite specialty transportation and commercial vehicle risks on behalf of Lloyd’s syndicates. The acquired company serves the fast-growing small and mid-sized fleet segment, offering underwriting, claims administration, and distribution through its expanding national agency network. The acquisition is scheduled to close within this quarter, subject to customary closing conditions, at which point Roadzen will exercise board control. Terms of the transaction were not disclosed.
On November 4, 2025, the Company announced it entered into an agreement in principle with Mizuho Securities USA, LLC to extend the maturity date of its senior secured note from December 31, 2025 to June 30, 2027. All other terms remain the same.
Critical Accounting Policies
The preparation of financial statements and related disclosures in conformity with generally accepted accounting principles in the United States of America requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities, disclosure of contingent assets and liabilities at the date of the financial statements, and income and expenses during the periods reported. Actual results could materially differ from those estimates.
Emerging Growth Company Status
The Company is an “emerging growth company,” as defined in Section 2(a) of the Securities Act of 1933, as amended, (the “Securities Act”), as modified by the Jumpstart Our Business Startups Act of 2012 (the “JOBS Act”). The JOBS Act provides that an emerging growth company can take advantage of an extended transition period for complying with new or revised accounting standards. Thus, an emerging growth company can delay the adoption of certain accounting standards until those standards would otherwise apply to private companies. The Company has elected to take advantage of the extended transition period to comply with new or revised accounting standards and to adopt certain of the reduced disclosure requirements available to emerging growth companies. As a result of the accounting standards election, the Company will not be subject to the same implementation timeline for new or revised accounting standards as other public companies that are not emerging growth companies which may make comparison of the Company’s financial statements to those of other public companies more difficult.
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Net Income (Loss) per Ordinary Share
The Company complies with accounting and disclosure requirements of FASB ASC Topic 260, “Earnings Per Share.” Net income per ordinary share is computed by dividing net income by the weighted average number of Ordinary Shares outstanding for the period.
The calculation of diluted income per Ordinary Share does not consider the effect of the Company’s outstanding warrants since the exercise of the warrants is contingent upon the occurrence of future events. As a result, diluted net income per Ordinary Share is the same as basic net income per Ordinary Share for the periods presented.
Recent Accounting Standards
Management does not believe that any recently issued, but not yet effective, accounting standards, if currently adopted, would have a material effect on our financial statements.
ITEM 3. Quantitative and Qualitative Disclosures About Market Risk.
We are a smaller reporting company as defined in Rule 12b-2 under the Exchange Act. As a result, pursuant to Item 305(e) of Regulation S-K, we are not required to provide the information required by this Item.
ITEM 4. Controls and Procedures.
Evaluation of Disclosure Controls and Procedures
Disclosure controls are procedures that are designed with the objective of ensuring that information required to be disclosed in our reports filed under the Exchange Act, such as this Report, is recorded, processed, summarized, and reported within the time period specified in the SEC’s rules and forms. Disclosure controls are also designed with the objective of ensuring that such information is accumulated and communicated to our management, including the chief executive officer and chief financial officer, as appropriate to allow timely decisions regarding required disclosure. Our management evaluated, with the participation of our chief executive officer and chief financial officer (our “Certifying Officers”), the effectiveness of our disclosure controls and procedures as of September 30, 2025, pursuant to Rule 13a-15(b) under the Exchange Act. Based upon that evaluation, our Certifying Officers concluded that, as of September 30, 2025, our disclosure controls and procedures were effective.
Changes in Internal Control over Financial Reporting
There were no changes in our internal control over financial reporting (as such term is defined in Rules 13a-15(f) and 15d-15(f) under the Exchange Act) during the most recent fiscal quarter that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.
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PART II - OTHER INFORMATION
ITEM 1. LEGAL PROCEEDINGS.
From time to time, we may be subject to litigation and claims arising in the ordinary course of business. We are not currently a party to any material legal proceedings and we are not aware of any pending or threatened legal proceeding against us that we believe could have a material adverse effect on our business, operating results, cash flows or financial condition.
On April 17, 2025, Roadzen filed a lawsuit in Palm Beach County, Florida against Meteora Capital Partners, LP and affiliated entities (“Meteora”), alleging willful breach of contract and conduct that has damaged Roadzen and its public market value. The lawsuit stems from a forward purchase agreement (the “FPA”) signed in August 2023, under which Meteora agreed to acquire 5 million shares in Roadzen at effectively a zero-cost basis and to remit proceeds from the sale of those shares to Roadzen under certain contractual mechanisms. Roadzen alleges that, despite negotiated safeguards, Meteora sold Roadzen shares without honoring its payment obligations or providing the required notices under the FPA. Roadzen is pursuing a contractual claim plus additional damages.
On April 18, 2025, Meteora filed a separate lawsuit against the Company in the Court of Chancery of the State of Delaware, also arising out of the FPA and the subscription agreement, dated August 25, 2023, between the Company and Meteora (the “Subscription Agreement”). In its complaint, among other things, Meteora alleges breach of contract by the Company based on the Company’s registration obligations under the Subscription Agreement and seeks specific performance and damages, as well as declaratory judgment that (i) Meteora complied with its obligations under the FPA and Subscription Agreement, (ii) the Company breached certain of its registration obligations under the Subscription Agreement and (iii) Meteora’s obligations to the Company under the FPA are limited to $914,726.53.
On May 23, 2025, the Company removed the pending action to the District Court for the District of Delaware. Thereafter, on June 3, 2025, Meteora moved to remand the action back to the Court of Chancery and subsequently sought default judgment against the Company in the District Court. On September 24, 2025, the Company filed an answer in opposition to the motion for default judgment with the District Court.
On September 23, 2025, the Company filed a lawsuit in the United States District Court for the Southern District of New York (“USDC NY”) alleging securities fraud and violations of the Racketeer Influenced and Corrupt Organizations Act (“RICO”) by Meteora.
On October 17, 2025, the Company filed a voluntary discontinuance of the Florida case against Meteora and thereafter filed an amended complaint in USDC NY to include the breach of contract and breach of duty of good faith and fair dealing originally asserted in the Florida complaint.
On November 6, 2025 the District Court for the District of Delaware denied Meteora’s request for default judgment.
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ITEM 1A. RISK FACTORS.
Other than as set forth below, there have been no material changes to the risk factors disclosed in the Annual Report on Form 10-K we filed with the SEC on June 26, 2025 which are incorporated herein by reference. Any of these factors could result in a significant or material adverse effect on our results of operations or financial condition. Additional risk factors not presently known to us or that we currently deem immaterial may also impair our business or results of operations. We may disclose changes to such factors or disclose additional factors from time to time in our future filings with the SEC.
The unaudited financial information of the newly consolidated entity included in this filing is preliminary, and our actual financial condition and results of operations may differ materially.
The financial statements of the newly consolidated entity for the period presented are unaudited. The consolidation of acquired or newly consolidated businesses involves complex and subjective accounting policies and significant estimates, particularly in areas such as fair value measurements, purchase price allocations, and the identification and elimination of intercompany transactions and balances. The absence of an independent audit increases the risk that these financial statements could contain material errors or misstatements that might not be detected on a timely basis, which could adversely affect investor confidence and potentially require restatements in the future.
Our newly consolidated joint venture in China exposes us to significant geopolitical, regulatory, and economic risks that could adversely affect our business, results of operations, and financial condition.
As a result of our recently consolidated joint venture in China, we are now subject to the economic, political, and regulatory conditions prevailing in that country. The relationship between the United States and the People’s Republic of China has become increasingly complex and, at times, adversarial. Ongoing trade tensions, evolving export controls, restrictions on technology transfers, sanctions, tariffs, and potential limitations on U.S. investment in Chinese entities could materially and adversely affect our ability to operate, repatriate profits, or maintain supply and customer relationships in China. Actions by either government, including new or expanded restrictions on cross-border transactions, data flows, or technology licensing, could disrupt our operations or require us to restructure aspects of our business in China.
In addition, China’s regional relationships present further geopolitical risks. In particular, increasing tensions between China and India – a key market and strategic geography for our business – could lead to trade restrictions, border disruptions, or regulatory actions that may impair our ability to coordinate operations, transfer technology, or manage resources effectively across jurisdictions. Any deterioration in diplomatic or trade relations among the United States, China and India could also negatively affect global economic stability and demand for our products and services.
The Chinese regulatory environment is also characterized by frequent changes and government intervention, including in areas such as data privacy, foreign investment, and national security reviews. Unanticipated regulatory changes or enforcement actions could adversely affect our joint venture’s operations, governance, or ownership structure, and could limit our ability to control or derive economic benefit from the structure.
We may not receive consistent, complete, or reliable financial and operational information from our joint venture in China, which could result in material misstatements, impairments, or write-offs of our investment.
Our recently consolidated joint venture in China presents significant challenges in obtaining timely, accurate, and complete financial information necessary for U.S. GAAP reporting and internal control purposes. The joint venture operates in a jurisdiction where accounting standards, internal control practices, and regulatory oversight may differ materially from those in the United States. We rely heavily on local management for financial reporting, operational metrics, and other information necessary to prepare our consolidated financial statements and maintain effective internal control over financial reporting. Differences in accounting practices, delays in reporting, or incomplete disclosures may limit our visibility into the joint venture’s performance and financial condition.
Despite our oversight efforts, there can be no assurance that we will continue to receive consistent, reliable, or verifiable information from the joint venture. Delays, inaccuracies, or lack of transparency in financial reporting could impair our ability to prepare consolidated financial statements in accordance with SEC and PCAOB requirements. If we are unable to obtain sufficient and appropriate information to support the carrying value of our investment or to ensure compliance with internal control standards, we may be required to record an impairment charge or a full write-off of our investment in the joint venture.
We have experienced similar challenges in the past with our joint venture in China, including instances where limited visibility and lack of reliable financial information led to a full write-off. A recurrence of such issues with our Chinese joint venture could materially and adversely affect our financial condition, results of operations, and investor confidence in our reporting integrity.
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Our consolidation of the joint venture in China is based on board control rather than majority equity ownership, and changes in governance, regulation, or local enforcement could cause us to lose control or require deconsolidation.
As discussed in Note 18. Business Combination to our unaudited condensed consolidated financial statements, we consolidate our joint venture in China because we currently exercise control through our rights to a majority of the votes of the board of directors, and our ability to direct the joint venture’s key operating and financial policies. Our equity ownership in the joint venture, however, represents less than a majority of its outstanding equity interests.
Because our consolidation is based on governance and contractual rights rather than full equity control, there is no assurance that we will continue to have the ability to direct the activities that most significantly affect the joint ventures’ economic performance. Any changes in the joint venture’s governing documents, shareholder arrangements, local corporate law, or government interpretation of control could limit our decision-making authority or cause us to lose our ability to consolidate the entity under U.S. GAAP.
If we were required to deconsolidate the joint venture, we would record our remaining interest under the equity method or at fair value, which could result in a material gain or loss and would significantly reduce our reported revenues, assets, and liabilities. In addition, loss of control could impair our strategic position in the Chinese market and require us to reassess our local operating model.
Given the evolving nature of foreign ownership restrictions, corporate governance enforcement, and national security considerations in China, our continued ability to consolidate the joint venture cannot be assured, and any loss of control could materially and adversely affect our financial condition, results of operations, and disclosures in future periods.
ITEM 2. UNREGISTERED SALES OF EQUITY SECURITIES AND USE OF PROCEEDS.
Other than as previously disclosed in a Current Report on Form 8-K, none.
ITEM 3. DEFAULTS UPON SENIOR SECURITIES.
None.
ITEM 4. MINE SAFETY DISCLOSURES.
Not applicable.
ITEM 5. OTHER INFORMATION.
Insider Trading Arrangements and Policies
During
the three months ended September 30, 2025, none of the Company’s directors or officers (as defined in Rule 16a-1(f) of the Exchange
Act)
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ITEM 6. EXHIBITS.
The following exhibits are filed as part of, or incorporated by reference into, this Quarterly Report on Form 10-Q.
| Exhibit Number | Description of Exhibits | |
| 10.1 | Form of Securities Purchase Agreement (incorporated by reference to Exhibit 10.1 to the Current Report on Form 8-K, filed by Roadzen Inc. on July 30, 2025). | |
| 10.2 | Form of Registration Rights Agreement (incorporated by reference to Exhibit 10.2 to the Current Report on Form 8-K, filed by Roadzen Inc. on July 30, 2025). | |
| 10.3 | Form of Amendment to Restricted Stock Unit Award Grant Notice and Restricted Stock Unit Award Agreement (incorporated by reference to Exhibit 10.3 to the Current Report on Form 8-K, filed by Roadzen Inc. on July 30, 2025). | |
| 10.4 | Form of Placement Agency Agreement, dated July 27, 2025 (incorporated by reference to Exhibit 10.1 to the Current Report on Form 8-K, filed by Roadzen Inc. on July 31, 2025). | |
| 10.5 | Form of Securities Purchase Agreement, dated July 27, 2025 (incorporated by reference to Exhibit 10.2 to the Current Report on Form 8-K, filed by Roadzen Inc. on July 31, 2025). | |
| 31.1* | Certification of Principal Executive Officer pursuant to Securities Exchange Act Rules 13a-14(a) and 15(d)-14(a), as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002 | |
| 31.2* | Certification of Principal Financial Officer pursuant to Securities Exchange Act Rules 13a-14(a) and 15(d)-14(a), as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002 | |
| 32.1** | Certification of Principal Executive Officer pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes- Oxley Act of 2002 | |
| 32.2** | Certification of Principal Financial Officer pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes- Oxley Act of 2002 | |
| 101.INS | Inline XBRL Instance Document | |
| 101.SCH | Inline XBRL Taxonomy Extension Schema Document | |
| 104 | Cover Page Interactive Data File (formatted as inline XBRL and contained in Exhibit 101) | |
| * | Filed herewith. | |
| ** | Furnished. | |
| *** | Certain schedules and similar attachments to this exhibit have been omitted pursuant to Item 601(a)(5) of Regulation S-K. Any omitted schedule or similar attachment will be furnished supplementally to the SEC upon request. |
| 61 |
SIGNATURES
Pursuant to the requirements of the Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.
| ROADZEN INC. | ||
| By: | /s/ Rohan Malhotra | |
| Name: | Rohan Malhotra | |
| Title: | Chief Executive Officer | |
| (principal executive officer) | ||
| ROADZEN INC. | ||
| By: | /s/ Jean-Noël Gallardo | |
| Name: | Jean-Noël Gallardo | |
| Title: | Chief Financial Officer | |
| (principal financial and accounting officer) | ||
Dated: November 13, 2025
| 62 |
