Roadzen 公佈史上最佳季度業績，Q4收入創新高年增42%，全年虧損大幅收窄69%

EX-99.1
2
ex99-1.htm
EX-99.1

 

 

Exhibit
99.1

 

 

Roadzen
Delivers Best Quarter in Company History with Q4 FY2026 Revenue of $16.1 Million, Up 42% Year-Over-Year; Record Full-Year Revenue of
$55.0 Million, Up 24%

 

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

 

●Record
 Revenue Growth Drives Strongest Quarter in Company History

 

Roadzen
delivered record fourth-quarter revenue of $16.1 million, up 42% year-over-year and 12% sequentially — the highest quarterly revenue
in Company history. Full-year FY2026 revenue rose to a record $55.0 million, up 24% from $44.3 million in FY2025, reflecting sustained
multi-quarter acceleration driven by rising customer adoption and expanding enterprise penetration.

 

●Net
 Loss Narrows Sharply; Adjusted EBITDA1 Approaches Break-Even

 

Net
loss attributable to ordinary shareholders for FY2026 fell approximately 69% to $(22.5) million, or $(0.29) per share, from $(72.9) million,
or $(1.04) per share, in FY2025, and full-year operating loss improved 77% to $(14.0) million from $(60.8) million in FY2025. Adjusted
EBITDA loss for the fourth quarter was $(0.4) million, compared to $(1.6) million in the prior-year quarter, and full-year Adjusted EBITDA
loss improved to $(3.5) million from $(8.4) million in FY2025 — Roadzen’s seventh consecutive quarter of improvement.

 

●Scaled
 AI Platform Delivers Measurable Ecosystem Impact

 

Roadzen’s
AI platform processes over 3 million insurance claims annually and leverages over 4 billion miles of proprietary real-world driving data
to power precision underwriting, claims automation, telematics, and driver intelligence. The platform delivers up to 72% accident reduction
for fleets. Roadzen’s MGA operations run at an average 85% combined ratio — compared to an industry average of approximately
103% — and claims-to-repair cycle times are cut from an average of ~6 weeks to 48 hours for standard repairs, strengthened by VehicleCare.

 

●FY2027
 Momentum Builds; Profitability Path Defined

 

Roadzen
exited FY2026 at an approximately $64 million annualized revenue run-rate. With over $30 million in new annual revenue commitments already
secured in Q1 FY2027 — across insurance contracts, OEM partnerships, fleet deployments, and carrier capacity programs — the
Company has clear visibility towards reaching a $100 million annualized revenue run-rate and positive Adjusted EBITDA for the coming
fiscal year.

 

NEW
YORK, June 29, 2026 (GLOBE NEWSWIRE) – Roadzen Inc. (Nasdaq: RDZN) (“Roadzen” or the “Company”), a global
leader in AI at the convergence of insurance and mobility, today announced its financial results for the Fiscal 2026 fourth quarter and
full year ended March 31, 2026.

 

Commenting
on the Company’s results, Rohan Malhotra, Founder and CEO of Roadzen, stated, “This was the best quarter in our history.
We have been building towards this growth for two years by laying the groundwork — we are seeing increased adoption of our platform,
largely driven by the U.S. and India, and democratic growth across all of our product lines. More customers are adopting more of our
platform, across more geographies, and at increasing speed.

 

 

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.

 

  

  

 

 

We
are showcasing real-world AI at scale. Unlike general intelligence models, which are large, expensive and general-purpose, our focus
is on building specialized models that deliver enterprise intelligence within context — that are built for precision and the lowest
cost of delivery, so that our accuracy translates directly into real economic impact for our customers. As adoption grows, the network
effects across our data, distribution, and decisioning compound.

 

Our
goal for this year is clear: to be one of a handful of AI companies, globally, with over $100 million in annual recurring revenue with
adjusted EBITDA profitability, and growing more than 40-50% a year. We are still early, but the direction is clear, and we have entered
Fiscal 2027 with more momentum, more visibility, and greater conviction than ever before.”

 

Roadzen’s
CFO, Jean-Noël Gallardo, commented, “The Fiscal fourth quarter represented a clear acceleration in Roadzen’s financial
trajectory, with record quarterly revenue growing 42% year-over-year and 12% sequentially, driving meaningful operating leverage and
continued improvement in our financial metrics. While our net loss for the quarter was $(7.3) million, or $(0.09) per share, we reduced
our full-year Fiscal 2026 net loss by approximately 69% over the prior year. Our Adjusted EBITDA loss narrowed to $(0.4) million —
our seventh consecutive quarter of improvement — bringing the Company closer to Adjusted EBITDA breakeven. We are also exceptionally
pleased to report our first ‘Rule of 40’ quarter since the U.K. pause. The growth we are seeing in our acquired businesses
is being driven by the synergies we have created across the Roadzen platform — by connecting them to our AI, our distribution,
and our customer base, we are accelerating their growth well beyond what they could achieve independently.

 

There
is clear momentum in the operating performance of the business, where year-over-year revenue growth has accelerated from an average of
18% in the first half of this year to more than 30% growth in the second half, while our Adjusted EBITDA margin narrowed from -10.2%
to -3.3% over the same period — showing both sustained commercial acceleration and a clear trend toward breakeven.

 

We
also made decisive improvements to our balance sheet. We reduced short-term borrowings by approximately 60%, from $19.9 million to $7.8
million, while extending into longer-duration debt — including the extension of our $11.5 million senior secured facility with
Mizuho to July 2027 — strengthening our near-term liquidity position and capital flexibility. We raised capital almost entirely
through clean equity, largely at a premium to our market price, including at the India subsidiary level. The balance sheet clean-up remains
a focus for us as we continue to strengthen the foundations of the business.”

 

Fourth
Quarter and Full Year Financial Highlights

 

P&L

 

Revenue
and Key Performance Indicators:

 

●Revenue
 for the Fourth Quarter ended March 31, 2026, increased to $16.1 million, compared to $11.3
 million in the prior year period, representing 42% year-over-year growth, and increased 12%
 sequentially from $14.4 million in Q3 FY2026, marking the highest quarterly revenue in Company
 history. Growth was driven by continued expansion across insurance, mobility, and AI-powered
 fleet intelligence solutions, supported by increasing enterprise adoption and scaling deployments
 globally.

   

●Revenue
 for the Fiscal Year ended March 31, 2026, increased to $55.0 million, compared to $44.3 million
 in FY2025, representing 24% year-over-year growth. Gross margin for the fourth quarter was
 consistent with the prior year at 65.7%. For the full fiscal year, gross margin increased
 to 61.3% versus 57.5% in FY2025, demonstrating underlying operating leverage as the Company
 scales its AI-powered insurance and mobility platform.

 

  

  

 

 

●As
 of March 31, 2026, Roadzen had 61 insurance customer agreements (including carriers, self-insureds
 and other entities processing insurance claims), 91 automotive customer agreements, and approximately
 4,200 agents and fleet customer agreements. This compares to 61 insurance, 87 automotive
 and 4,100 agent and fleet customers as of December 31, 2025.

   

●Roadzen
 brokerage business sold 144,270 policies during the fourth quarter for approximately $25.2
 million of Gross Written Premium (“GWP”), compared to 149,810 policies in the
 prior FY2026 third quarter, producing $17.1 million of GWP. Crossing $25 million in quarterly
 Gross Written Premium is an important milestone for the Company as it builds toward $100
 million in annualized GWP — driven by continued growth in India alongside a rising
 contribution from the U.S., where higher average premiums per policy and stronger margins
 are increasingly accretive to the mix.

   

●In
 our IaaS business, 1,409,790 claims, roadside assistance and vehicle inspections were conducted
 during the three months ending March 31, 2026, compared to 1,397,535 for the prior third
 quarter ending December 31, 2025.

 

Net
Results:

 

●Net
 loss attributable to ordinary shareholders for the Fiscal Year ended March 31, 2026, was
 $(22.5) million, or $(0.29) per share, compared to $(72.9) million, or $(1.04) per share,
 in FY2025, representing a significant year-over-year improvement driven by materially lower
 operating losses and stronger revenue scaling across the Company’s AI-powered insurance
 and mobility platform. Of the FY2026 net loss, approximately $9.8 million was comprised of
 non-cash expenses, including a $4.0 million loss on fair value of the Company’s financial
 instruments (convertible notes, variable instruments and warrants), $2.2 million related
 to depreciation and amortization, and $3.6 million related to other non-cash items.

   

●Total
 operating expenses for the Fiscal Year ended March 31, 2026, were $69.0 million, compared
 to $105.1 million in FY2025, representing a 34% year-over-year reduction, driven by significant
 decreases in corporate overhead and general and administrative expenses, partially offset
 by higher cost of services reflecting increased platform utilization and revenue scaling.

   

●Adjusted
 EBITDA loss for the fiscal year was $(3.5) million, compared to $(8.4) million in FY2025.
 Fourth Quarter Adjusted EBITDA loss was $(0.4) million, compared to $(1.6) million in the
 prior-year quarter and $(0.6) million in the sequential third quarter, marking Roadzen’s
 seventh consecutive quarter of sequential improvement.

 

Balance
Sheet

 

Assets:

 

●Total
 assets as of March 31, 2026, were $52.7 million, an increase of $20.1 million from the previous
 Fiscal Year end, driven by growth in receivables, acquisition-related intangible assets,
 and equity raised during the year. The Company ended the year with cash and cash equivalents
 of $6.6 million compared to $4.8 million at the prior year
 end period.

 

  

  

 

 

Liabilities:

 

●Total
 liabilities as of March 31, 2026, were $79.2 million, compared to $58.3 million at Fiscal
 Year-end 2025. These include $13.2 million of convertible notes and $4.2 million of non-cash
 liabilities, which is comprised of $2.0 million of derivative warrant liability, $1.0 million
 of deferred tax liability, and $1.2 million related to deferred revenue and retirement benefits.

   

●During
 the Fiscal Year, Roadzen restructured its debt profile to establish a more stable, longer-duration
 capital structure. The Company reduced short-term borrowings by approximately 60%, from $19.9
 million to $7.8 million, while extending into long-term borrowings, which grew to $15.6 million.
 This deliberate shift strengthened Roadzen’s near-term liquidity and capital flexibility,
 positioning the balance sheet to support continued growth — including the extension
 of the Company’s $11.5 million senior secured facility with Mizuho Securities USA LLC
 to July 2027.

 

Capitalization:

 

●As
 of March 31, 2026, the Company had approximately 79.7 million Ordinary Shares outstanding,
 an increase of 5.4 million shares from the prior fiscal year-end. This represented dilution
 of only approximately 7% to shareholders, as Roadzen raised a meaningful portion of its growth
 capital through its India subsidiary at a premium to the Nasdaq share price, limiting the
 absolute impact to the Company’s stock; Roadzen India was valued at $277 million following
 the VehicleCare acquisition.

 

drivebuddyAI
Developments:

 

●Patent
 — Driver Identification: drivebuddyAI was granted a patent for AI-powered in-vehicle
 facial recognition enabling continuous driver identification, anchoring AI-driven risk scoring,
 fatigue detection, and compliance enforcement to verified driver identity in real time.

   

●Patent
 — Hazardous Road Condition Detection: drivebuddyAI was granted a patent for AI-based
 detection and geo-mapping of hazardous road conditions in real time.

   

●Patent
 — Real-Time Lane Detection: drivebuddyAI was granted a patent for its AI-powered Real-Time
 Lane Detection System, a core technology underpinning advanced driver assistance and autonomous
 driving systems.

   

●These
 awards expand drivebuddyAI’s IP portfolio to more than 15 patents and reinforce its
 technological edge as the only platform certified under AIS-184, EU GSR 2144, and Euro NCAP
 2026 standards.

   

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

 

Acquisitions:
Strategic Acquisitions Unlock New Markets and Full-Stack Control

 

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

 

On
December 3, 2025, Roadzen acquired majority control of EliteCover, a U.S.-based licensed commercial auto insurance broker and Managing
General Underwriter operating in California, Texas, Illinois, and New Jersey, with Lloyd’s of London Coverholder status. The acquisition
provides Roadzen with a regulated underwriting and distribution platform to participate directly in the approximately $80 billion U.S.
commercial auto insurance market. Combined with Roadzen’s AI-powered underwriting, telematics-driven risk management, automated
claims, and integrated roadside assistance through National Automobile Club, EliteCover enables an end-to-end commercial auto insurance
offering on a commission- and fee-based model. The synergies created by integrating EliteCover into the Roadzen platform are expected
to drive its growth across the U.S. commercial auto market.

 

  

  

 

 

●VehicleCare
 — Full-Stack Motor Claims Control

 

On
January 6, 2026, Roadzen agreed to acquire VehicleCare, an AI-powered vehicle repair and workshop aggregation platform. VehicleCare’s
software-enabled network of more than 1,200 workshops across India allows Roadzen to directly manage repair timelines, quality and cost
outcomes, delivering over 30% loss-cost reductions versus OEM garages while improving cycle times, transparency, and fraud control. The
transaction valued Roadzen’s India subsidiary at approximately $277 million, implying a value of roughly $3.50 per Roadzen share,
based on Roadzen’s ownership of approximately 92% of the India subsidiary. Since closing, Roadzen has brought new business to VehicleCare
by connecting it to the Company’s AI, insurer relationships, and claims funnel — winning two major insurer mandates that
are expected to generate more than $20 million in combined annual revenue, and entering into a strategic partnership with TEMOT International,
one of the world’s largest automotive parts distribution networks, strengthening the infrastructure supporting Roadzen’s
newly launched 48-hour claims repair turnaround program.

 

FY2027
– Off to a Strong Start with Over $30 Million in New Annual Revenue Mandates

 

Financial
Developments

 

●As
 previously announced, on May 5, 2026, the Company closed on a securities purchase agreement
 with institutional investors securing $8 million at an offering price of $1.70 per share.

   

●Roadzen
 secured an agreement with Mizuho Securities USA LLC to extend the maturity of its $11.5 million
 senior secured debt facility to July 7, 2027.

 

Revenue
& Commercial Deployments:

 

●April
 14, 2026 – Roadzen partnered with a top-10 global carmaker to deliver GAP insurance
 across the U.K., its second major European OEM win since September 2025.

   

●April
 22, 2026 – Roadzen’s U.K. subsidiary, Global Insurance Management, secured several
 new contracts totaling $2.5 million in projected annual revenue.

   

●April
 27, 2026 – Leveraging Roadzen’s insurer relationships, VehicleCare secured a
 major claims mandate from one of India’s largest insurers, expected to generate over
 $10 million in annual revenue.

   

●April
 29, 2026 – Roadzen’s drivebuddyAI won a $2.5 million contract to bring AI-powered
 safety to a 3,000-truck fleet.

   

●April
 30, 2026 – Roadzen secured an LOI for a $30 million insurance capacity commitment from
 a leading U.S. carrier, with the program anticipated to contribute approximately $6 million
 in annual revenue.

   

●June
 16, 2026 – Building on Roadzen’s distribution, VehicleCare secured a second major
 insurer mandate with one of India’s top 10 general insurers, expected to generate more
 than $10 million in annual revenue.

   

●June
 18, 2026 – Roadzen expanded its U.S. footprint with a commercial contract valued at
 approximately $1.2 million in annual revenue, naming its National Automobile Club subsidiary
 as the exclusive roadside assistance provider for a digital platform serving more than 500,000
 users.

   

●June
 23, 2026 – Roadzen’s drivebuddyAI secured a $5.3 million purchase order from
 one of India’s leading EV fleet operators to deploy its AI-powered fleet safety platform
 across up to 3,600 electric commercial vehicles over five years.

 

  

  

 

 

Strategic
Partnerships & Ecosystem Expansion:

 

●May
 6, 2026 – VehicleCare partnered with global auto-parts network TEMOT International
 to build integrated claims-to-repair infrastructure and parts availability across India.

   

●May
 7, 2026 – Roadzen selected as a beta-testing partner for Anthropic’s Managed
 Agents platform for enterprise AI deployment.

 

Other
Interest:

 

●June
 26, 2026 – Roadzen was included in the Russell 2000 and 3000 indices in the semi-annual
 rebalance, following qualification on Russell rank day.

 

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

 

About
Roadzen Inc. Roadzen Inc. (Nasdaq: RDZN) is a global leader in AI at the convergence of insurance and mobility. Roadzen builds technology
that helps insurers, automakers, and fleets better predict and prevent risk, automate claims, and deliver seamless, embedded insurance
experiences. Thousands of clients across North America, Europe, and Asia — from the world’s leading insurers, carmakers,
and fleets to dealerships and agents — use Roadzen’s technology to build new products, sell insurance, process claims, and
improve road safety. Roadzen’s pioneering work in telematics, generative AI, and computer vision has earned recognition from Forbes,
Fortune, and Financial Express as one of the world’s top AI innovators. Headquartered in Burlingame, California, Roadzen employs
more than 450 people across offices in the U.S., U.K., India, and China. Learn more at www.roadzen.ai.

 

Cautionary
Statement Regarding Forward Looking Statements This press release includes forward-looking statements within the meaning of Section
27A of the Securities Act of 1933, as amended (the “Securities Act”), and Section 21E of the Securities Exchange Act of 1934,
as amended (the “Exchange Act”). We have based these forward-looking statements on our current expectations and projections
about future events. These forward-looking statements are subject to known and unknown risks, uncertainties and assumptions about us
that may cause our actual results, levels of activity, performance or achievements to be materially different from any future results,
levels of activity, performance or achievements expressed or implied by such forward-looking statements. In some cases, you can identify
forward-looking statements by terminology such as “may,” “should,” “could,” “would,”
“expect,” “plan,” “anticipate,” “believe,” “estimate,” and “continue,”
or the negative of such terms or other similar expressions. Such statements include, but are not limited to, statements regarding the
anticipated benefits of our products and solutions, our expected revenue growth and anticipated Adjusted EBITDA breakeven timing, expected
revenue and results from announced contracts and strategic partnerships, the anticipated synergies and growth from our acquisitions,
strategy, demand for our products, expansion plans, future operations, future operating results, estimated revenues, losses, projected
costs, prospects, plans and objectives of management, as well as all other statements other than statements of historical fact included
in this press release. Factors that might cause or contribute to such a discrepancy include, but are not limited to, those described
in “Risk Factors” in our Securities and Exchange Commission (“SEC”) filings, including the annual report on Form
10-K we filed with the SEC on June 26, 2025. We urge you to consider these factors, risks and uncertainties carefully in evaluating the
forward-looking statements contained in this press release. All subsequent written or oral forward-looking statements attributable to
our company or persons acting on our behalf are expressly qualified in their entirety by these cautionary statements. The forward-looking
statements included in this press release are made only as of the date of this release. Except as expressly required by applicable securities
law, we disclaim any intention or obligation to update or revise any forward-looking statements, whether as a result of new information,
future events or otherwise.

 

For
more information, please contact: Investor Contacts: [email protected] Media Contacts: Sanya Soni [email protected] or [email protected]

 

Financial
Statements Follow

 

  

  

 

 

Roadzen
Inc.

Consolidated
Balance Sheets

(in
US $, except share count)

 

 
 Particulars 
 As of
 March 31, 2026 
  
 As of
 March 31, 2025 
 

 
 Assets 
     
    

 
 Current assets: 
     
    

 
 Cash and cash equivalents 
  6,578,594  
  4,836,576 

 
 Accounts receivable, net 
  7,500,439  
  2,625,385 

 
 Inventories 
  116,555  
  202,535 

 
 Prepayments and other current assets 
  17,833,119  
  19,092,595 

 
 Investments 
  229,994  
  197,805 

 
 Total current assets 
  32,258,701  
  26,954,896 

 
 Non current assets 
     
    

 
 Restricted cash 
  222,026  
  217,064 

 
 Non marketable securities 
  -  
  269,470 

 
 Property and equipment, net 
  536,997  
  602,923 

 
 Goodwill 
  7,616,973  
  2,061,553 

 
 Operating lease right-of-use assets 
  1,374,147  
  1,109,219 

 
 Intangible assets, net 
  9,651,915  
  1,243,253 

 
 Other long-term assets 
  997,802  
  120,972 

 
 Total Non current assets 
  20,399,860  
  5,624,454 

 
 Total assets 
  52,658,561  
  32,579,350 

 
   
     
    

 
 Liabilities and shareholders’ Equity/(Deficit) 
     
    

 
 Current liabilities 
     
    

 
 Current portion of long-term borrowings 
  9,829,713  
  2,904,444 

 
 Short-term borrowings 
  7,843,267  
  19,865,645 

 
 Accounts payable and accrued expenses 
  30,245,947  
  30,254,010 

 
 Derivative warrant liabilities 
  1,987,003  
  1,489,818 

 
 Short-term operating lease liabilities 
  325,255  
  318,921 

 
 Other current liabilities 
  8,072,789  
  2,102,466 

 
 Total current liabilities 
  58,303,974  
  56,935,304 

 
 Non current liabilities 
     
    

 
 Long-term borrowings 
  15,612,108  
  139,775 

 
 Long-term operating lease liabilities 
  699,817  
  628,400 

 
 Other long-term liabilities 
  4,561,246  
  566,651 

 
 Total Non current liabilities 
  20,873,171  
  1,334,826 

 
 Total liabilities 
  79,177,145  
  58,270,130 

 
   
     
    

 
 Commitments and contingencies (refer note 22) 
     
    

 
 Shareholders’ Equity/(Deficit) 
     
    

 
 Ordinary Shares and additional paid in capital, $0.0001 par value per share, 220,000,000 shares authorized as of March 31, 2026 and March 31, 2025; 79,695,672 and 74,290,986 shares outstanding as of March 31, 2026 and March 31, 2025 respectively 
  112,128,293  
  95,501,291 

 
 Accumulated deficit 
  (246,224,660) 
  (223,826,442)

 
 Accumulated other comprehensive income/(loss) 
  (1,299,868) 
  (468,859)

 
 Other components of equity 
  105,747,998  
  103,720,113 

 
 Total shareholders’ deficit 
  (29,648,237) 
  (25,073,897)

 
 Non-controlling interest 
  3,129,653  
  (616,883)

 
 Total deficit 
  (26,518,584) 
  (25,690,780)

 
 Total liabilities and Total Deficit 
  52,658,561  
  32,579,350 

 

 

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

 

  

  

 

 

Roadzen
Inc.

Consolidated
Statements of Operations

(in
US $, except share count)

 

 
 Particulars 
 For the three months ended
 March 31,
  
 For the year ended
 March 31,
 

 
   
 2026  
 2025  
 2026  
 2025 

 
 Revenue 
  16,121,304  
  11,330,827  
  55,021,792  
  44,296,098 

 
 Costs and expenses: 
     
     
     
    

 
 Cost of services 
  5,537,522  
  3,893,120  
  21,277,579  
  18,833,218 

 
 Research and development 
  (115,664) 
  244,928  
  408,355  
  3,779,955 

 
 Sales and marketing 
  9,349,677  
  7,133,481  
  29,111,662  
  28,873,150 

 
 General and administrative 
  6,069,343  
  2,694,733  
  15,976,982  
  51,602,107 

 
 Depreciation and amortization 
  1,057,462  
  1,046,539  
  2,244,268  
  2,020,610 

 
 Total costs and expenses 
  21,898,341  
  15,012,801  
  69,018,846  
  105,109,040 

 
 Loss from operations 
  (5,777,037) 
  (3,681,974) 
  (13,997,054) 
  (60,812,942)

 
 Interest expense (net) 
  (1,871,764) 
  (714,899) 
  (7,249,803) 
  (3,247,831)

 
 Gain on bargain purchase 
  174,248  
  —  
  174,248  
  — 

 
 Fair value gains/(losses) in financial instruments carried at fair value 
  635,187  
  1,681,725  
  (3,984,386) 
  (14,844,420)

 
 Impairment of investment 
  (269,470) 
  (1,245,326) 
  (269,470) 
  (1,245,326)

 
 Other income (net) 
  (193,775) 
  3,861,541  
  2,329,515  
  7,073,235 

 
 Total other income/(expense) 
  (1,525,574) 
  3,583,041  
  (8,999,896) 
  (12,264,342)

 
 Loss before income taxes and equity-method investment activity 
  (7,302,611) 
  (98,933) 
  (22,996,950) 
  (73,077,284)

 
 Equity method investment activity, net 
  —  
  —  
  —  
  — 

 
 (Loss)/Income before income tax expense 
  (7,302,611) 
  (98,933) 
  (22,996,950) 
  (73,077,284)

 
 Less: income tax (benefit)/expense 
  (46,966) 
  69,709  
  20,212  
  (13,973)

 
 Net (loss)/income before non-controlling interest 
  (7,255,645) 
  (168,642) 
  (23,017,162) 
  (73,063,311)

 
 Net loss attributable to non-controlling interest, net of tax 
  (1,733) 
  (61,675) 
  (500,940) 
  (192,879)

 
 Net Loss attributable to Ordinary shareholders 
  (7,253,912) 
  (106,967) 
  (22,516,222) 
  (72,870,432)

 
 Net loss per share attributable to Ordinary shareholders 
     
     
     
    

 
 Basic and diluted 
  (0.09) 
  (0.00) 
  (0.29) 
  (1.04)

 
 Weighted-average number of shares used in computing net loss per share 
  79,673,597  
  68,882,560  
  77,454,509  
  69,867,792 

 

 

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

 

  

  

 

 

Roadzen
Inc.

Unaudited
Condensed Consolidated Statements of Cash Flow

(in
US $, except share count)

 

 
   
 For the year ended March 31, 

 
 Particulars 
 2026  
 2025 

 
   
    
   

 
 Cash flows from operating activities 
     
    

 
 Net Loss attributable to Ordinary shareholders 
  (22,516,222) 
  (72,870,432)

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

 
 Depreciation and amortization 
  2,244,268  
  2,020,610 

 
 Stock based compensation 
  497,806  
  47,211,816 

 
 Deferred income taxes 
  (14,303) 
  (193,261)

 
 Unrealised foreign exchange loss/(profit) 
  (831,009) 
  132,121 

 
 Gain over liability settled /expenses settled through issuance of equity equity
 shares 
  (64,875) 
  - 

 
 Fair value losses/(profits) in financial instruments carried at fair value 
  3,984,386  
  14,844,420 

 
 Impairment of investment 
  269,470  
  1,245,326 

 
 Expected credit loss (net of reversal) 
  2,654,182  
  246,115 

 
 Assets written off 
  82,032  
  - 

 
 Balances written off/(back) 
  (1,545,749) 
  (8,143,051)

 
 Gain on extinguishment of intercompany financial assets and liabilities 
  (482,689) 
  - 

 
 Net total loss attributable to non-controlling interest, net of tax 
  (500,940) 
  (192,879)

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

 
 Inventories 
  85,980  
  (131,868)

 
 Accounts receivables, net 
  (4,776,282) 
  780,880 

 
 Prepayments and other assets 
  (3,159,457) 
  (4,822,952)

 
 Accounts payable and accrued expenses 
  225,170  
  2,833,077 

 
 Other liabilities 
  3,576,831  
  (1,102,120)

 
 Net cash used in operating activities 
  (20,271,401) 
  (18,142,198)

 
 Cash flows from investing activities 
     
    

 
 Purchase of property and equipment & intangible assets 
  (1,009,660) 
  (424,910)

 
 Proceeds from sale of mutual fund 
  112,847  
  309,289 

 
 Net cash used in investing activities 
  (896,813) 
  (115,621)

 
 Cash flows from financing activities 
     
    

 
 Proceeds from issue of ordinary shares 
  6,519,429  
  7,073,913 

 
 Proceeds from issue of equity shares of subsidiary 
  6,645,789  
  - 

 
 Net proceeds/(payments) from borrowings 
  8,279,523  
  3,669,290 

 
 Proceeds from forward purchase agreement 
  -  
  1,000,000 

 
 Net cash generated from financing activities 
  21,444,741  
  11,743,203 

 
 Effect of exchange rate changes on cash and cash equivalents 
  -  
  3,168 

 
 Net (decrease)/increase in cash and cash equivalents (including restricted cash) 
  276,527  
  (6,511,448)

 
 Cash acquired in business combination 
  1,470,453  
  - 

 
 Cash and cash equivalents at the beginning of the period (including restricted cash) 
  5,053,640  
  11,565,088 

 
 Cash and cash equivalents at the end of the period (including restricted cash) 
  6,800,620  
  5,053,640 

 
   
     
    

 
 Reconciliation of cash and cash equivalents 
     
    

 
 Cash and cash equivalents 
  6,578,594  
  4,836,576 

 
 Restricted cash 
  222,026  
  217,064 

 
 Total cash and cash equivalents 
  6,800,620  
  5,053,640 

 
   
     
    

 
 Supplemental disclosure of cash flow information 
     
    

 
 Cash paid for interest, net of amounts capitalized 
  2,742,101  
  1,318,139 

 
 Non-cash investing and financing activities 
     
    

 
 Consideration payable in connection with acquisitions 
  6,407,380  
  8,376,253 

 
 Interest accrued on borrowings 
  3,659,399  
  2,123,633 

 

 

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

 

  

  

 

 

Non-GAAP
Financial Measures This press release includes Adjusted Earnings Before Interest, Tax, Depreciation and Amortization (Adjusted EBITDA),
a non-GAAP financial measure which excludes the impact of finance costs, taxes, depreciation and amortization and certain other items
from reported net profit or loss. We believe that Adjusted EBITDA aids investors by providing an operating profit/loss without the impact
of non-cash depreciation and amortization and certain other items to help clarify sustainability and trends affecting the business. For
comparability of reporting, management considers non-GAAP measures in conjunction with U.S. GAAP financial results in evaluating business
performance. Adjusted EBITDA should not be considered a substitute for, or superior to, the measures of financial performance prepared
in accordance with U.S. GAAP. In addition, Adjusted EBITDA does not purport to represent cash flow provided by, or used for, operating
activities in accordance with GAAP and should not be used as a measure of liquidity.

 

Non-GAAP
financial measures have limitations as analytical tools and should not be considered in isolation or as substitutes for financial information
presented under GAAP. There are a number of limitations related to the use of non-GAAP financial measures versus comparable financial
measures determined under GAAP. For example, other companies in our industry may calculate these non-GAAP financial measures differently
or may use other measures to evaluate their performance. These limitations could reduce the usefulness of these non-GAAP financial measures
as analytical tools. Investors are encouraged to review the related GAAP financial measures and the reconciliations of these non-GAAP
financial measures to their most directly comparable GAAP financial measures and to not rely on any single financial measure to evaluate
our business.

 

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

 

 
   
 For
 the three months ended March 31,
  
 Change  
   

 
 Particulars 
 2026  
 2025  
 amount  
 % 

 
 Net loss 
  (7,253,912) 
  (106,967) 
  (7,146,944) 
  6681%

 
 Adjusted for: 
     
     
     
    

 
 Other (income)/expense net 
  193,775  
  (3,861,541) 
  4,055,316  
  -105%

 
 Interest (income)/expense 
  1,871,764  
  714,899  
  1,156,865  
  162%

 
 Gain on bargain purchase 
  (174,248) 
  -  
  (174,248) 
  100%

 
 Fair value changes in financial instruments carried at fair value(1) 
  (635,187) 
  (1,681,725) 
  1,046,538  
  -62%

 
 Gain on deconsolidation of subsidiaries 
  -  
  -  
  -  
  - 

 
 Impairment of goodwill and intangibles with definite life 
  -  
  -  
  -  
  - 

 
 Impairment of investment 
  -  
  -  
  -  
  - 

 
 Impairment of investment 
  269,470  
  1,245,326  
  (975,856) 
  -78%

 
 Tax (benefit)/expense 
  (46,966) 
  69,709  
  (116,675) 
  -167%

 
 Depreciation and amortization 
  1,057,462  
  1,046,539  
  10,923  
  1%

 
 Stock based compensation expense 
  285,243  
  76,397  
  208,846  
  273%

 
 Non-cash expenses 
  2,556,635  
  493,210  
  2,063,425  
  418%

 
 Non-recurring expenses 
  1,437,515  
  386,746  
  1,050,769  
  272%

 
 Adjusted EBITDA 
  (438,449) 
  (1,617,407) 
  1,178,958  
  -73%

 

 

 
   
 For the year ended
 March 31,
  
 Change  
   

 
 Particulars 
 2026  
 2025  
 amount  
 % 

 
 Net loss 
  (22,516,222) 
  (72,870,432) 
  50,354,210  
  -69%

 
 Adjusted for: 
  -  
  -  
     
    

 
 Other (income)/expense net 
  (2,329,515) 
  (7,073,235) 
  4,743,720  
  -67%

 
 Interest (income)/expense 
  7,249,803  
  3,247,831  
  4,001,972  
  123%

 
 Gain on bargain purchase 
  (174,248) 
  -  
  (174,248) 
  100%

 
 Fair value changes in financial instruments carried at fair value(1) 
  3,984,386  
  14,844,420  
  (10,860,034) 
  -73%

 
 Gain on deconsolidation of subsidiaries 
  -  
  -  
  -  
  100%

 
 Impairment of goodwill and intangibles with definite life 
  -  
  -  
  -  
  - 

 
 Impairment of investment 
  -  
  -  
  -  
  - 

 
 Impairment of investment 
  269,470  
  1,245,326  
  (975,856) 
  -78%

 
 Tax (benefit)/expense 
  20,212  
  (13,973) 
  34,185  
  -245%

 
 Depreciation and amortization 
  2,244,268  
  2,020,610  
  223,658  
  11%

 
 Stock based compensation expense 
  497,806  
  47,211,816  
  (46,714,010) 
  -99%

 
 Non-cash expenses 
  2,990,808  
  1,649,448  
  1,341,360  
  81%

 
 Non-recurring expenses 
  4,252,368  
  1,340,062  
  2,912,306  
  217%

 
 Adjusted EBITDA 
  (3,510,864) 
  (8,398,127) 
  4,887,263  
  -58%

 

 

(1)
Fair value changes in financial instruments are considered to be financing costs as they relate to convertible notes and the Forward
Purchase Agreement. These changes are non-cash as these changes in fair value are affected by the volatility of the Company’s share
price.