Roadzen (NASDAQ: RDZN) logs strongest quarter, India unit at $280M
Rhea-AI Filing Summary
Roadzen Inc. reported its strongest quarter in two years, with third-quarter revenue rising 18.8% year-over-year and 4.9% sequentially to $14.4 million. For the first nine months, revenue grew 18.3% to $38.9 million.
Q3 operating loss narrowed to $2.4 million from $3.2 million, while net loss widened to $9.1 million due mainly to higher interest and fair value losses. Adjusted EBITDA loss improved 67.1% year-over-year to $0.59 million, and for the nine-month period improved to a $3.1 million loss from $45.9 million, reflecting much lower non-cash costs.
As of December 31, 2025, total assets were $44.9 million against total liabilities of $69.0 million, leaving shareholders’ deficit at $26.6 million. Roadzen extended its $11.5 million senior secured facility with Mizuho to June 30, 2027 and completed two strategic deals: majority control of EliteCover, giving regulated access to the approximately $80 billion U.S. commercial auto market, and acquisition of VehicleCare in India. The VehicleCare transaction values Roadzen’s India subsidiary at about $280 million, implying roughly $3.50 per Roadzen share, with Roadzen expecting to retain around 91% ownership and to add about $10 million of high-margin revenue over the next twelve months.
Positive
- Q3 revenue increased 18.8% year-over-year to $14.4 million, and Adjusted EBITDA loss narrowed 67.1% to $0.59 million, showing substantial progress toward operating breakeven.
- For the nine months ended December 31, 2025, Adjusted EBITDA improved from $(45.9) million to $(3.1) million, reflecting sharply reduced non-cash and non-recurring expenses.
- The VehicleCare transaction values Roadzen’s India subsidiary at about $280 million and is expected to add roughly $10 million of high-margin revenue over the next twelve months.
Negative
- Despite operational improvements, Roadzen reported a Q3 net loss of $9.1 million and a shareholders’ deficit of $26.6 million as of December 31, 2025, indicating ongoing financial pressure.
- Total liabilities of $69.0 million, including significant short-term and long-term borrowings, exceeded total assets of $44.9 million at December 31, 2025, highlighting leverage risk.
Insights
Roadzen posts strong revenue growth, sharp EBITDA improvement, but remains loss-making with a leveraged balance sheet.
Roadzen delivered Q3 revenue of
For the nine months ended
The company is still balance-sheet constrained: total liabilities of
Strategically, acquiring EliteCover provides a commission- and fee-based entry into the approximately
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Item 2.02 Results of Operations and Financial Condition.
On February 12, 2026, Roadzen Inc. (the “Company”) issued a press release announcing its financial results for the three and nine months ended December 31, 2025. A copy of the press release is attached hereto as Exhibit 99.1 and is incorporated herein by reference.
This information is intended to be furnished under Item 2.02 of Form 8-K, “Results of Operations and Financial Condition” and shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or incorporated by reference in any filing under the Securities Act of 1933, as amended, or the Exchange Act, except as shall be expressly set forth by specific reference in such a filing.
Item 9.01 Financial Statements and Exhibits.
(d) Exhibits.
| Exhibit Number | Description of Exhibit | |
| 99.1 | Press release issued on February 12, 2026. | |
| 104 | Cover page interactive data file (embedded within the Inline XBRL document). |
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
| ROADZEN INC. | |||
| Date: | February 13, 2026 | By: | /s/ Jean-Noël Gallardo |
Name: Title: |
Jean-Noël Gallardo Chief Financial Officer | ||
Exhibit 99.1
Roadzen Reports Strongest Quarter in Two Years with $14.4 Million Third Quarter Revenue and Sixth Consecutive Quarter of Adjusted EBITDA Improvement
Roadzen delivers 18.8% revenue increase and reduces operating loss by 25.4% year-over-year
Strategic wins, new contracts and acquisitions, expand Roadzen’s U.S. market presence and full-stack operating capabilities, reinforcing its position as a global AI leader at the intersection of insurance and mobility
| ● | Year-over-year Sequential Revenue Growth; Record Nine-Month Revenue |
Q3 revenue increased 18.8% year-over-year and 4.9% quarter-over-quarter to $14.4 million; nine-month revenue rose 18.3% to $38.9 million, marking a record nine months and Roadzen’s best quarter in the last two years.
| ● | Operating Loss Continue to Materially Decline; Sixth Consecutive Quarter of Adjusted EBITDA1 improvement |
Q3 operating loss narrowed to $(2.4) million from $(3.2) million in the prior-year quarter, a 25.4% year-over-year improvement. Adjusted EBITDA loss improved 67.1% year-over-year to $(0.59) million from $(1.8) million.
| ● | Roadzen India Valued at Approximately $280 Million Following VehicleCare Acquisition and Balance Sheet Strengthening |
The transaction establishes a standalone valuation of Roadzen’s India business at approximately $280 million, implying a look-through value of roughly $3.50 per share. In November, Roadzen reached an agreement in principle to extend its $11.5 million senior secured debt facility with Mizuho Securities USA, LLC from December 31, 2025 to June 30, 2027.
| ● | Strategic Acquisitions Expand Roadzen into a Global AI leader in Auto Insurance During and subsequent to the quarter, Roadzen completed two highly strategic acquisitions—EliteCover in the United States and VehicleCare in India—positioning the Company to operate across the full insurance value chain. EliteCover provides Roadzen with direct access to the approximately $80 billion U.S. commercial auto insurance market through its MGU platform, while VehicleCare transforms Roadzen into a full-stack, AI-driven motor claims operating system with direct control over repair execution, cycle times, and cost outcomes at scale. |
| ● | AI Platform Scale and Precision Continue to Differentiate Roadzen Globally Roadzen’s applied AI platform now processes over 3 million insurance claims annually, leveraging billions of real-world driving data points to deliver high-precision underwriting, claims automation, telematics, and driver monitoring at scale across global insurance and mobility markets. |
NEW YORK, February 12, 2026 (GLOBE NEWSWIRE) – Roadzen Inc. (Nasdaq: RDZN) (“Roadzen” or the “Company”), a global leader in AI at the convergence of insurance and mobility, today announced its financial results for the three and nine-month periods ended December 31, 2025.
1 Adjusted EBITDA is a non-GAAP financial metric. See “Non-GAAP Financial Measures” at the end of this press release for more information, including a reconciliation to the nearest GAAP financial measure.
Commenting on the quarter financial accomplishment, Rohan Malhotra, founder and CEO of Roadzen, stated, “This quarter reflects the convergence of sustained business growth, expanding global customer adoption, and disciplined execution across Roadzen. We continue to secure new enterprise clients and multi-year contracts across North America, Europe, and India, while scaling existing deployments with insurers, automakers, and fleet operators. These wins underscore strong product-market fit across geographies and are driving both revenue growth and operating leverage.
Strategically, we have built capabilities that are increasingly difficult to replicate. EliteCover provides us with regulated access and distribution into the approximately $80 billion U.S. commercial auto insurance market, while VehicleCare gives us direct, on-the-ground control across repair execution. Importantly, our differentiation is rooted in real-world AI outcomes. Our domain-specific, mathematically rigorous models—trained on billions of real-world data inputs—deliver consistently high-precision decisioning across insurance and mobility workflows. This combination of proven AI accuracy, full-stack operating control, and global execution positions Roadzen as a leader in applied AI at the intersection of insurance and mobility.”
Roadzen’s CFO, Jean-Noël Gallardo, commented, “Q3 demonstrates the tangible results of disciplined execution. Revenue reached $14.4 million, up nearly 19% year-over-year, and operating losses continue to narrow as Adjusted EBITDA is now virtually at break-even. With operations nearing profitability and capital managed prudently, Roadzen has significantly strengthened its financial position to support sustainable growth and drive long-term shareholder value.”
Third Quarter and First Nine-Months Financial Highlights:
Revenue and Key Performance Indicators:
| ● | Revenue for the third quarter totaled $14.4 million, a $2.3 million, or 18.8% increase over the same quarter last year and a sequential increase of approximately $0.7 million, or 4.9% over the second quarter. |
| ● | Revenue for the nine months ending December 31, 2025, was $38.9 million, an increase of $6.0 million, or 18.3% over the same period last year. |
| ● | Gross margin for the third quarter was 63.7% compared to 55.7% in the second quarter. For the nine-month period, gross margin improved nearly five points to 59.5% compared to 54.6% in the prior year. |
| ● | As of December 31, 2025, Roadzen had 61 insurance customer agreements (including carriers, self-insureds and other entities processing insurance claims), 87 automotive customer agreements, and approximately 4,100 agents and fleet customer agreements. This compares to 34 insurance, 77 automotive and 3,700 agent and fleet customers as of December 31, 2024. |
| ● | Roadzen brokerage business sold 149,810 policies during the third quarter for approximately $17.1 million of Gross Written Premium (“GWP”), compared to 77,326 policies in the prior fiscal year third quarter, producing $13.2 million of GWP. |
| ● | In our IaaS business, 1,397,535 claims, roadside assistance and vehicle inspections were conducted during the three months ending December 31, 2025, an increase of approximately 100% compared to 698,657 for the same quarter last year. |
Net Results:
| ● | Operating expenses for the third quarter, excluding cost of services and depreciation and amortization, totaled approximately $11.2 million, primarily reflecting consolidation of the China joint venture. |
| ● | Other expense totaled approximately $(7.1) million, including $5.2 million of non-cash fair value adjustments related to share price movements. |
| ● | Net loss for the quarter totaled $(9.1) million, or $(0.12) per share, driven by non-cash fair value adjustments of $(0.07) per share. |
| ● | Adjusted EBITDA loss for the quarter was $(0.59) million, compared to $(1.8) million in the prior-year quarter, marking Roadzen’s sixth consecutive quarter of sequential improvement. |
Third Quarter Financial Developments
| ● | On October 6, 2025, the Company completed the final closing of its India subsidiary financing, raising an additional $2.5 million. |
| ● | On November 4, 2025, Roadzen reached an agreement in principle with Mizuho Securities USA LLC, to extend the maturity of its $11.5 million senior secured debt facility to June 30, 2027. |
Third Quarter Operational Highlights
DrivebuddyAI Developments:
| ● | Achieved EU GSR 2144 Driver Monitoring System validation by Applus IDIADA, expanding regulatory compliance beyond India AIS-184. |
| ● | Surpassed 3.9 billion kilometers of real-world driving data, demonstrating over 70% accident reduction. |
| ● | Secured five-year contracts with six Indian trucking fleets covering more than 1,500 vehicles, with deployment beginning March 2026. |
Acquisitions:
| ● | EliteCover Acquisition – Entry into the $80 Billion U.S. Commercial Auto Insurance Market |
December 3, 2025, Roadzen acquired majority control of EliteCover, a U.S.-based licensed commercial auto insurance broker and Managing General Underwriter operating in California, Texas, Illinois, and New Jersey, with Lloyd’s of London Coverholder status. The acquisition provides Roadzen with a regulated underwriting and distribution platform to participate directly in the approximately $80 billion U.S. commercial auto insurance market. Combined with Roadzen’s AI-powered underwriting, telematics-driven risk management, automated claims, and integrated roadside assistance through National Auto Club, EliteCover enables an end-to-end commercial auto insurance offering operating on a commission- and fee-based model with no underwriting risk, generating 15-20% of premiums per policy plus fee income and profit share.
Subsequent Events
| ● | VehicleCare Acquisition – Full-Stack Motor Claims Control |
Subsequent to quarter-end, Roadzen acquired VehicleCare, an AI-powered vehicle repair and workshop aggregation platform. VehicleCare’s software-enabled network of over 350 workshops across India enables Roadzen to directly manage repair timelines, quality, and cost outcomes, delivering over 30% loss cost reduction versus OEM garages while materially improving cycle times, transparency, and fraud control.
The transaction values Roadzen’s India subsidiary at approximately $280 million, implying a look-through value of roughly $3.50 per Roadzen share. Roadzen expects to retain approximately 91% ownership of the India subsidiary and anticipates the acquisition will add approximately $10 million of high-margin revenue over the next twelve months.
For more information about Roadzen Inc., please visit https://www.roadzen.ai.
About Roadzen Inc.
Roadzen Inc. (Nasdaq: RDZN) is a global leader in AI at the convergence of insurance and mobility. Roadzen builds technology that helps insurers, automakers, and fleets better predict and prevent risk, automate claims, and deliver seamless, embedded insurance experiences.
Thousands of clients — from the world’s leading insurers, carmakers, and fleets to dealerships and agents — use Roadzen’s technology to build new products, sell insurance, process claims, and improve road safety. Roadzen’s pioneering work in telematics, generative AI, and computer vision has earned recognition from Forbes, Fortune, and Financial Express as one of the world’s top AI innovators.
Headquartered in Burlingame, California, Roadzen employs more than 390 people across offices in the U.S., U.K., India and China. Learn more at www.roadzen.ai.
The Company builds technology that helps insurers, automakers, and fleets predict and prevent risk, automate claims, and deliver seamless, embedded insurance experiences. Thousands of clients — from global insurers and automakers to small fleets and brokers — rely on Roadzen’s technology across North America, Europe, and Asia.
Cautionary Statement Regarding Forward Looking Statements
This press release includes forward-looking statements within the meaning of Section 27A of the Securities Act of 1933, as amended (the “Securities Act”), and Section 21E of the Securities Exchange Act of 1934, as amended (the “Exchange Act”). We have based these forward-looking statements on our current expectations and projections about future events. These forward-looking statements are subject to known and unknown risks, uncertainties and assumptions about us that may cause our actual results, levels of activity, performance or achievements to be materially different from any future results, levels of activity, performance or achievements expressed or implied by such forward-looking statements. In some cases, you can identify forward-looking statements by terminology such as “may,” “should,” “could,” “would,” “expect,” “plan,” “anticipate,” “believe,” “estimate,” and “continue,” or the negative of such terms or other similar expressions. Such statements include, but are not limited to, statements regarding the anticipated benefits of our products and solutions, our expected revenue growth, strategy, demand for our products, expansion plans, future operations, future operating results, estimated revenues, losses, projected costs, prospects, plans and objectives of management, as well as all other statements other than statements of historical fact included in this press release. Factors that might cause or contribute to such a discrepancy include, but are not limited to, those described in “Risk Factors” in our Securities and Exchange Commission (“SEC”) filings, including the annual report on Form 10-K we filed with the SEC on June 26, 2025. We urge you to consider these factors, risks and uncertainties carefully in evaluating the forward-looking statements contained in this press release. All subsequent written or oral forward-looking statements attributable to our company or persons acting on our behalf are expressly qualified in their entirety by these cautionary statements. The forward-looking statements included in this press release are made only as of the date of this release. Except as expressly required by applicable securities law, we disclaim any intention or obligation to update or revise any forward-looking statements, whether as a result of new information, future events or otherwise.
For more information, please contact:
Investor Contacts: IR@roadzen.ai
Media Contacts: Sanya Soni sanya@roadzen.ai or media@roadzen.ai
*** Financial Statements Follow ***
Roadzen Inc.
Unaudited Condensed Consolidated Balance Sheets
(in US $, except share count)
| As
of December 31, | As
of March 31, | |||||||
| Particulars | 2025 | 2025 | ||||||
| Assets | ||||||||
| Current assets: | ||||||||
| Cash and cash equivalents | 5,143,430 | 4,836,576 | ||||||
| Accounts receivable, net | 3,714,226 | 2,625,385 | ||||||
| Inventories | 176,670 | 202,535 | ||||||
| Prepayments and other current assets | 24,894,684 | 19,092,595 | ||||||
| Investments | 227,958 | 197,805 | ||||||
| Total current assets | 34,156,968 | 26,954,896 | ||||||
| Non current assets | ||||||||
| Restricted cash | 221,192 | 217,064 | ||||||
| Non marketable securities | 269,470 | 269,470 | ||||||
| Property and equipment, net | 755,224 | 602,923 | ||||||
| Goodwill | 4,133,839 | 2,061,553 | ||||||
| Operating lease right-of-use assets | 1,178,658 | 1,109,219 | ||||||
| Intangible assets, net | 3,972,183 | 1,243,253 | ||||||
| Other long-term assets | 177,612 | 120,972 | ||||||
| Total Non current assets | 10,708,178 | 5,624,454 | ||||||
| Total assets | 44,865,146 | 32,579,350 | ||||||
| Liabilities and shareholders’ Equity/(Deficit) | ||||||||
| Current liabilities | ||||||||
| Current portion of long-term borrowings | 5,757,960 | 2,904,444 | ||||||
| Short-term borrowings | 18,551,397 | 19,865,645 | ||||||
| Accounts payable and accrued expenses | 29,247,388 | 30,254,010 | ||||||
| Derivative warrant liabilities | 3,759,871 | 1,489,818 | ||||||
| Short-term operating lease liabilities | 435,630 | 318,921 | ||||||
| Other current liabilities | 5,445,033 | 2,102,466 | ||||||
| Total current liabilities | 63,197,279 | 56,935,304 | ||||||
| Non current liabilities | ||||||||
| Long-term borrowings | 4,848,067 | 139,775 | ||||||
| Long-term operating lease liabilities | 335,484 | 628,400 | ||||||
| Other long-term liabilities | 572,469 | 566,651 | ||||||
| Total Non current liabilities | 5,756,020 | 1,334,826 | ||||||
| Total liabilities | 68,953,299 | 58,270,130 | ||||||
| Commitments and contingencies (refer note 22) | ||||||||
| Shareholders’ Equity/(Deficit) | ||||||||
| Ordinary Shares and additional paid in capital, $0.0001 par value per share, 220,000,000 shares authorized as of December 31, 2025 and March 31, 2025; 79,497,576 and 74,290,986 shares outstanding as of December 31, 2025 and March 31, 2025 respectively | 107,530,034 | 95,501,291 | ||||||
| Accumulated deficit | (238,986,997 | ) | (223,826,442 | ) | ||||
| Accumulated other comprehensive income/(loss) | (1,159,467 | ) | (468,859 | ) | ||||
| Other components of equity | 106,020,498 | 103,720,113 | ||||||
| Total shareholders’ deficit | (26,595,932 | ) | (25,073,897 | ) | ||||
| Non-controlling interest | 2,507,779 | (616,883 | ) | |||||
| Total deficit | (24,088,153 | ) | (25,690,780 | ) | ||||
| Total liabilities and Total Deficit | 44,865,146 | 32,579,350 |
The accompanying notes are an integral part of these consolidated financial statements.
Roadzen Inc.
Unaudited Condensed Consolidated Statements of Operations
(in US $, except share count)
| For
the three months ended December 31, | For
the nine months ended December 31, | |||||||||||||||
| Particulars | 2025 | 2024 | 2025 | 2024 | ||||||||||||
| Revenue | 14,355,675 | 12,086,286 | 38,900,488 | 32,891,901 | ||||||||||||
| Costs and expenses: | ||||||||||||||||
| Cost of services | 5,213,025 | 4,275,787 | 15,740,057 | 14,920,847 | ||||||||||||
| Research and development | 293,956 | 249,635 | 524,019 | 3,535,778 | ||||||||||||
| Sales and marketing | 7,377,646 | 7,659,408 | 19,761,985 | 21,538,665 | ||||||||||||
| General and administrative | 3,522,941 | 2,770,320 | 9,907,639 | 49,027,468 | ||||||||||||
| Depreciation and amortization | 311,600 | 299,949 | 1,186,806 | 973,670 | ||||||||||||
| Total costs and expenses | 16,719,168 | 15,255,099 | 47,120,506 | 89,996,428 | ||||||||||||
| Loss from operations | (2,363,493 | ) | (3,168,813 | ) | (8,220,018 | ) | (57,104,527 | ) | ||||||||
| Interest expense (net) | (3,187,180 | ) | (1,085,326 | ) | (5,378,039 | ) | (2,533,846 | ) | ||||||||
| Fair value gains/(losses) in financial instruments carried at fair value | (5,175,767 | ) | 1,722,864 | (4,619,573 | ) | (16,526,145 | ) | |||||||||
| Other income (net) | 1,217,283 | (60,082 | ) | 2,523,290 | 3,214,798 | |||||||||||
| Total other income/(expense) | (7,145,664 | ) | 577,456 | (7,474,322 | ) | (15,845,193 | ) | |||||||||
| Loss before income taxes and equity-method investment activity | (9,509,157 | ) | (2,591,357 | ) | (15,694,340 | ) | (72,949,720 | ) | ||||||||
| Equity method investment activity, net | — | — | — | — | ||||||||||||
| (Loss)/Income before income tax expense | (9,509,157 | ) | (2,591,357 | ) | (15,694,340 | ) | (72,949,720 | ) | ||||||||
| Less: income tax (benefit)/expense | (23,627 | ) | (9,068 | ) | 67,178 | (83,682 | ) | |||||||||
| Net (loss)/income before non-controlling interest | (9,485,530 | ) | (2,582,289 | ) | (15,761,518 | ) | (72,866,038 | ) | ||||||||
| Net loss attributable to non-controlling interest, net of tax | (337,093 | ) | (64,599 | ) | (499,207 | ) | (131,284 | ) | ||||||||
| Net Loss attributable to Ordinary shareholders | (9,148,437 | ) | (2,517,690 | ) | (15,262,311 | ) | (72,734,754 | ) | ||||||||
| Net loss per share attributable to Ordinary shareholders | ||||||||||||||||
| Basic and diluted | (0.12 | ) | (0.04 | ) | (0.20 | ) | (1.06 | ) | ||||||||
| Weighted-average number of shares used in computing net loss per share | 78,786,713 | 68,882,560 | 76,728,261 | 68,588,608 | ||||||||||||
The accompanying notes are an integral part of these consolidated financial statements.
Roadzen Inc.
Unaudited Condensed Consolidated Statements of Cash Flow
(in US $, except share count)
| For
the Period ended December 31, | ||||||||
| Particulars | 2025 | 2024 | ||||||
| Cash flows from operating activities | ||||||||
| Net loss per share attributable to Ordinary shareholders | (15,262,311 | ) | (72,734,754 | ) | ||||
| Adjustments to reconcile net loss to net cash used in operating activities: | ||||||||
| Depreciation and amortization | 1,186,806 | 973,670 | ||||||
| Stock based compensation | 380,058 | 47,135,419 | ||||||
| Deferred income taxes | (221,135 | ) | ||||||
| Unrealised foreign exchange loss/(profit) | (341,717 | ) | 17,102 | |||||
| Fair value losses/(profits) in financial instruments carried at fair value | 4,619,573 | 16,526,145 | ||||||
| Expected credit loss (net of reversal) | 112,029 | 185,903 | ||||||
| Expense settled through issuance of equity | 1,034,500 | - | ||||||
| Balances written off/(back) | (1,545,749 | ) | (3,194,072 | ) | ||||
| Net loss attributable to non-controlling interest, net of tax | (499,207 | ) | (131,284 | ) | ||||
| Changes in assets and liabilities, net of assets acquired and liabilities assumed from acquisitions: | ||||||||
| Inventories | 25,865 | (45,899 | ) | |||||
| Income taxes, net | - | |||||||
| Accounts receivables, net | (646,657 | ) | 584,063 | |||||
| Prepayments and other assets | (5,164,071 | ) | (2,443,471 | ) | ||||
| Accounts payable and accrued expenses | (1,067,076 | ) | 653,566 | |||||
| Other liabilities | 696,833 | (1,736,497 | ) | |||||
| Net cash used in operating activities | (16,471,124 | ) | (14,431,244 | ) | ||||
| Cash flows from investing activities | ||||||||
| Purchase of property and equipment, intangible assets and goodwill | (825,508 | ) | (50,418 | ) | ||||
| Proceeds from sale of mutual fund | 472,140 | |||||||
| Investment in mutual funds and bonds | 112,845 | - | ||||||
| Proceeds from forward purchase agreement | 1,000,000 | |||||||
| Net cash used in investing activities | (712,663 | ) | 1,421,722 | |||||
| Cash flows from financing activities | ||||||||
| Proceeds from issue of ordinary shares | 6,509,929 | 2,503,752 | ||||||
| Proceeds from issue of equity shares of subsidiary to the Non-controlling interest | 6,545,789 | - | ||||||
| Net proceeds/(payments) from long term borrowings | 4,823,639 | 26,047 | ||||||
| Net proceeds/(payments) from short-term borrowings | (1,910,612 | ) | 4,703,098 | |||||
| Net cash generated from financing activities | 15,968,745 | 7,232,897 | ||||||
| Effect of exchange rate changes on cash and cash equivalents | 20,494 | 41,528 | ||||||
| Net (decrease)/increase in cash and cash equivalents (including restricted cash) | (1,194,548 | ) | (5,735,097 | ) | ||||
| Cash acquired in business combination | 1,505,531 | - | ||||||
| Cash and cash equivalents at the beginning of the period (including restricted cash) | 5,053,640 | 11,565,088 | ||||||
| Cash and cash equivalents at the end of the period (including restricted cash) | 5,364,622 | 5,829,991 | ||||||
| Reconciliation of cash and cash equivalents | ||||||||
| Cash and cash equivalents | 5,143,430 | 5,812,935 | ||||||
| Restricted cash | 221,192 | 17,056 | ||||||
| Total cash and cash equivalents | 5,364,622 | 5,829,991 | ||||||
| Supplemental disclosure of cash flow information | ||||||||
| Cash paid for interest, net of amounts capitalized | 4,747,192 | 1,472,564 | ||||||
| Non-cash investing and financing activities | ||||||||
| Consideration payable in connection with acquisitions | 2,878,617 | 488,000 | ||||||
| Interest accrued on borrowings | 2,362,125 | 508,891 | ||||||
The accompanying notes are an integral part of these consolidated financial statements.
Non-GAAP Financial Measures
This press release includes Adjusted Earnings Before Interest, Tax, Depreciation and Amortization (Adjusted EBITDA), is a non-GAAP financial measure which excludes the impact of finance costs, taxes, depreciation and amortization and certain other items from reported net profit or loss. We believe that Adjusted EBITDA aids investors by providing an operating profit/loss without the impact of non- cash depreciation and amortization and certain other items to help clarify sustainability and trends affecting the business. For comparability of reporting, management considers non-GAAP measures in conjunction with U.S. GAAP financial results in evaluating business performance. Adjusted EBITDA should not be considered a substitute for, or superior to, the measures of financial performance prepared in accordance with U.S. GAAP. In addition, Adjusted EBITDA does not purport to represent cash flow provided by, or used for, operating activities in accordance with GAAP and should not be used as a measure of liquidity.
Non-GAAP financial measures have limitations as analytical tools and should not be considered in isolation or as substitutes for financial information presented under GAAP. There are a number of limitations related to the use of non-GAAP financial measures versus comparable financial measures determined under GAAP. For example, other companies in our industry may calculate these non-GAAP financial measures differently or may use other measures to evaluate their performance. These limitations could reduce the usefulness of these non- GAAP financial measures as analytical tools. Investors are encouraged to review the related GAAP financial measures and the reconciliations of these non-GAAP financial measures to their most directly comparable GAAP financial measures and to not rely on any single financial measure to evaluate our business.
The following tables reconcile our net loss reported in accordance with U.S. GAAP to Adjusted EBITDA:
| For
the three months ended December 31, | ||||||||
| Particulars | 2025 | 2024 | ||||||
| Net loss | (9,148,437 | ) | (2,517,690 | ) | ||||
| Adjusted for: | ||||||||
| Other (income)/expense net | (1,217,283 | ) | 60,082 | |||||
| Interest (income)/expense | 3,187,180 | 1,085,326 | ||||||
| Fair value changes in financial instruments carried at fair value(1) | 5,175,767 | (1,722,864 | ) | |||||
| Tax (benefit)/expense | (23,627 | ) | (9,068 | ) | ||||
| Depreciation and amortization | 311,600 | 299,949 | ||||||
| Stock based compensation expense | 78,824 | 158,163 | ||||||
| Non-cash expenses | (5,382 | ) | 520,138 | |||||
| Non-recurring expenses | 1,048,704 | 322,833 | ||||||
| Adjusted EBITDA | (592,654 | ) | (1,803,131 | ) | ||||
| For
the nine months ended December 31, | ||||||||
| Particulars | 2025 | 2024 | ||||||
| Net loss | (15,262,310 | ) | (72,734,754 | ) | ||||
| Adjusted for: | ||||||||
| Other (income)/expense net | (2,523,290 | ) | (3,214,798 | ) | ||||
| Interest (income)/expense | 5,378,039 | (2,533,846 | ) | |||||
| Fair value changes in financial instruments carried at fair value(1) | 4,619,573 | (16,526,145 | ) | |||||
| Tax (benefit)/expense | 67,178 | (83,682 | ) | |||||
| Depreciation and amortization | 1,186,806 | 973,670 | ||||||
| Stock based compensation expense | 212,563 | 46,977,256 | ||||||
| Non-cash expenses | 434,173 | 636,190 | ||||||
| Non-recurring expenses | 2,796,553 | 630,483 | ||||||
| Adjusted EBITDA | (3,090,716 | ) | (45,875,626 | ) | ||||
| (1) | Fair value changes in financial instruments are considered to be financing costs as they relate to convertible notes and the Forward Purchase Agreement. These changes are non-cash as these changes in fair value are affected by the volatility of the Company’s share price. |
FAQ
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