RDZN 10-K & 10-Q changes, risk factors and insider trading

We have incurred net losses of $72.9 million$23.6 and $99.7$72.9 million for our fiscal years ended March 31, 20252026 and 2024,2025, respectively. As a result, we had an accumulated deficit of $224.3 million$248.6 and $151.6$224.3 million as of March 31, 20252026 and 2024,2025, respectively. We anticipate that our operating expenses will increase substantially in the foreseeable future as we continue to scale operations, broaden our customer base, expand our sales and marketing activities, including expanding our sales team, hire additional employees, and continue to develop our technology. In addition to the expected costs to grow our business, we also expect to incur significant additional legal, accounting, and other expenses as we transitionoperate to beingas a public company. These efforts may prove more expensive than we currently anticipate, and we may not succeed in increasing our revenue sufficiently, or at all, to offset these higher expenses. Revenue growth may slow, or revenue may decline, for several possible reasons, including slowing demand for our services or increasing competition. Any failure to increase our revenue sufficiently to keep pace with our investments and other expenses could prevent us from achieving or increasing profitability or positive cash flow on a consistent basis.

Our revenue is dependent on clients in the automotive insurance industry, OEMs and automotive fleets, and historically a relatively small number of clients have accounted for a significant portion of our revenue. For the year ended March 31, 2025,2026, we had three3 customers that individually represented approximately 14%,13.0%, 13%10.0% and 10%8.0% of our total revenue. During this same period, revenues from 10 customers collectively collectively accounted for approximately 67%56.0% of our total revenue.

RecentFCA FCA regulations and guidelines may have an adverse impact on our business and operations.

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 not believe a firm or a product is protecting the interests of U.K. consumers. EffectiveFor example, in 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, insurers, including our insurance partner, to temporarily cease selling the GAP product. The regulator mandated insurers to make a resubmission, 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.

Global events such as the imposition of various trade tariffs by the U.S. and China, the COVID-19 pandemic, the Russia-Ukraine andRussia-Ukraine, Israel-Hamas and U.S.-Iran conflicts have created and may continue to create economic uncertainty, including inflationary pressures, in regions in which we have significant operations. These conditions may make it difficult for our customers and us to forecast and plan future business activities activities accurately, and they could cause our customers to reevaluate their decision to purchase our products, which could delay and lengthen lengthen our sales cycles or result in cancellations of planned purchases. Moreover, during challenging economic times, our customers may be unable to timely access sufficient credit, which could impair their ability to make timely payments to us. If that were to occur, we may not receive amounts owed to us and may be required to record an allowance for doubtful accounts, which would adversely affect our financial results. A substantial downturn in the insurance industry may cause firms to react to worsening conditions by reducing their capital expenditures, reducing their spending on information technology, delaying, or canceling information technology projects, or seeking to lower their costs by renegotiating vendor contracts. Negative or worsening conditions in the general economy in the U.S., the U.K., E.U. E.U., China and India, including conditions resulting from financial and credit market fluctuations, could decrease corporate spending on enterprise software in general, and in the insurance industry specifically, and negatively affect the rate of growth of our business.

We expect to continue to derive most of our revenue from brokerage services and AI services we provide to the automotive industry, automotive insurance industry and supporting economy, including the automotive collision and OEM industries. Given the concentration of our business activities in this industry, we will be particularly exposed to certain economic downturns affecting the automotive and insurance industries. Global market and economic conditions, as well as those in the U.S., the U.K., E.U.E.U., China and India, have been, and continue to be, disrupted disrupted and volatile. General business and economic conditions that could affect us and our customers include fluctuations in economic growth, growth, debt and equity capital markets, liquidity of the global financial markets, the availability and cost of credit, investor and consumer consumer confidence, and the strength of the economies in which our customers operate. A poor economic environment could result in significant decreases in demand for our solutions, including the delay or cancellation of current or anticipated projects, or could present difficulties in collecting accounts receivable from our customers due to their deteriorating financial condition. Our existing customers may be acquired by or merged into other entities that use our competitors’ products, or they may decide to terminate their relationships with us for other reasons. As a result, our sales could decline if an existing customer is merged with or acquired by another company that has a poor economic outlook or is closed.

Roadzen works with a limited number of carriers in the U.S., India, China, the U.K. and E.U. for its automobile insurance products, and there is a risk that if one or more of the carriers becomes impaired or terminates its relationship with Roadzen that Roadzen’s revenues and profitability may be adversely affected. If a carrier partner relationship terminates or there is loss of strategic support or alignment, we may be unable to transition to a new relationship without disruption, increased cost, lost profits, or lost market share, or a combination of of the foregoing.

We derive a large portion of our revenue from commissions on the sale of automotive insurance products in India, China, the U.S., U.K. and E.U. If a carrier were to experience liquidity problems or other financial (such as rating agency downgrades) or operational difficulties, we could encounter business disruptions as a result, and our results of operations may suffer.

As a software business, we face risks of cyber-attacks, including ransomware and phishing attacks, social engineering attacks, computer break-ins, theft, fraud, misappropriation, misuse, denial-of-service attacks, and other improper activity that could jeopardize the performance of our platform and solutions and expose us to financial and reputational impact and legal liability, especially with regards to regulators such as the FTC, which has become increasingly aggressive in prosecuting alleged failure to secure personal data as unfair and deceptive acts or practices under the Federal Trade Commission Act the (“FTC Act”). In addition, each of Globalour Insurance Management Limited and National Automobile Clubsubsidiaries may be subject to additional cyber-security risks, borne of existing systems-wide vulnerabilities, that could jeopardize the performance of their platforms and expose us to similar financial and reputational impact and legal liability, especially with regards to regulators such as the FTC.

Our executive officers have limited experience in the management of a publicly traded company. Our management team may not successfully or effectively manage a public company such as Roadzen that will be subject to significant regulatory oversight and reporting obligations under U.S. securities laws. Their limited experience in dealing with the increasingly complex laws pertaining to public companies could be a significant disadvantage in that it is likely that an increasing amount of their time may be devoted to these activities which will result in less time being devoted to the management and growth of our company. We may not have adequate personnel with the appropriate level of knowledge, experience, and training in the accounting policies, practices or internal controls over financial reporting required of public companies in the U.S. In addition, each of Globalour Insurance Management Limited and National Automobile Clubsubsidiaries may also have inadequate internal controls over financial reporting required of public companies in the U.S. The development and implementation of the standards and controls necessary for us to achieve the level of accounting standards required of a public company in the U.S. may require costs greater than expected. It is possible that we will be required to expand our employee base and hire additional employees to support our operations as a public company, which will increase our operating costs in future periods.

The current conflicts between Ukraine and Russia andRussia, between Israel and Hamas and between the U.S. and Iran have exacerbated market instability and disrupted the global economy.

The current conflicts between Ukraine and Russia andRussia, between Israel and Hamas and U.S. and Iran have caused uncertainty about economic and political stability, stability, increasing volatility in the credit and financial markets, and disrupting the global economy. The U.S., the E.U., and several other countries are imposing far-reaching sanctions and export control restrictions on Russian entities and individuals. These sanctions and export controls may also contribute to higher oil and gas prices and inflation, which could reduce demand in the global automotive sector and therefore reduce demand for our solutions. There is also a risk that Russia, as a retaliatory action to sanctions, may launch cyberattacks against the U.S., the E.U., or other countries or their infrastructures and businesses. Additional consequences of the conflict may include diminished liquidity and credit availability, declines in consumer confidence, declines in economic growth, and various shortages and supply chain disruptions. While we do not currently directly rely on goods or services sourced in Russia or Ukraine and thus have not experienced any direct disruptions, we may experience indirect disruptions in our supply chain. Any of the foregoing factors, including developments developments or effects that we cannot yet predict, may adversely affect our business, results of operations, and financial condition.

As a managing general agency/underwriter in the U.S. and U.K./E.U. market,markets, and an insurance broker in India, we operate in a highly regulated environment environment for our insurance product distribution and face risks associated with compliance requirements, some of which cause us to make judgment calls that could have an adverse effect on us.

As of March 31, 2024,2026, we had no U.S. patents and pending applications, and threenine registered non-U.S. patents, one registered non-U.S. design design patent and twofive pending non-U.S. patent applications. There can be no assurance that our patent applications will result in issued patents. Even if we continue to seek patent protection in the future, we may be unable to obtain further patent protection for for our technology. There can also be no assurance that our patents or application will be equally enforceable or otherwise protected by the laws of non-U.S. jurisdictions.

As a public company, we incur significant legal, accounting and other expenses that we did not incur as a private company, including costs associated with public company reporting requirements. The Sarbanes-Oxley Act of 2002, as amended, or Sarbanes-Oxley Act, as well as rules subsequently adopted by the SEC and The Nasdaq Global Market to implement provisions of the Sarbanes-Oxley Act, impose significant requirements on public companies, including requiring establishment and maintenance of effective disclosure and financial controls and changes in corporate governance practices. Further, in July 2010, the Dodd-Frank Wall Street Reform and Consumer Protection Act, or the Dodd-Frank Act, was enacted. There are significant corporate governance and executive compensation related provisions in the Dodd-Frank Act that require the SEC to adopt additional rules and regulations in these areas, such as “say on pay” and proxy access. Emerging growth companies may implement many of these requirements over a longer period of up to five years from the pricing of thistheir initial public offering. We intend to take advantage of these extended transition periods but cannot guarantee that we will not be required to implement these requirements sooner than budgeted or planned and thereby incur unexpected expenses. Stockholder activism, the current political environment and the current high level of government intervention and regulatory reform may lead to substantial new regulations and disclosure obligations, which may lead to additional compliance costs and impact the manner in which we operate our business in ways we cannot currently anticipate.

We are an emerging growth company, as defined in the Jumpstart Our Business Startups Act, or JOBS Act, enacted in April 2012. For as long as we continue to be an emerging growth company, we intend to take advantage of exemptions from various reporting requirements that are applicable to other public companies that are not emerging growth companies. These include, but are not limited to, exemption from auditor attestation requirements of Section 404 of the Sarbanes-Oxley Act, reduced executive compensation disclosure obligations, in this Annual Report, our periodic reports and our proxy statements, and an exemption from the requirements of holding nonbinding advisory votes on executive compensation, and stockholder approval of any golden parachute payments not previously approved. We could be an emerging growth company forthrough upMarch to31, five years following the year in which we complete this offering,2027, although circumstances could cause us to lose that status earlier. We will remain an emerging growth company until the earlier of: (i) the last day of the fiscal year in which we have total annual gross revenues of $1.235 billion or more; (ii) the last day of our fiscal year following the fifth anniversary of the date of the completion of our initial public offering; (iii) the date on which we have issued more than $1 billion in non-convertible debt during the prior three-year period; or (iv) the date on which we are deemed to be a large accelerated filer under the rules of the SEC.

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. We also operate a California licensed insurance broker and managing general underwriter based in San Diego, California, after acquiring a majority stake in the quarter ended December 31, 2025. 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. We also operate a workshop management platform, digitizing end-to-end auto repair across a network of more than 1,200 verified garages and car repair workshops. Our India operations also serve as the company’sCompany’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.

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 FY 2024-25. Honors included ‘Breakthrough in Computer Vision’ (FE AICONIC Summit & Awards included2026), InsurTech Solution of the Year (Fintech Breakthrough Awards 2026), ‘Best Insurtech’ (Bharat Fintech Summit Awards 2026), ‘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 xClaimClaims 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.

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. EffectiveFor examples, in 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 beresumed. Although our insurance partner, which is obligated to adhere to FCA guidelines, eventually received approval to sell GAP resumed.products, the resubmission and approval process had a significant impact on our revenue, financial performance, and overall profitability.

Our auto club 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.

Revenue increased declined by $2.4$10.7 million, representing aor 5% decrease24.2%, for the year endingended March 31, 2025,2026, compared to the previousprior year. This reduction was primarily due to the suspension of the GAP product in the U.K.

Sales and marketing expense decreasedincreased $4.3 $0.2 million, or 13%,0.8%, for the year ended March 31, 20252026, compared to the prior year. ThisThe reductionincrease was primarily attributed attributable to lowerhigher marketing and business development expenses inincurred to support the U.K. following the suspensiongrowth of theour GAPdistribution product,income alongand withexpand market reach. This increase was partially offset by a $0.5decrease of approximately $3.6 million decrease in non-cash compensation expense related to RSU grants.grants compared to the prior period.

Depreciation and amortization decreased byincreased $0.2 million million, or 8%11.1%, for the year ended March 31, 2025,2026, compared to the same period in the prior year.

Interest expense increased $0.9$4.0 millionmillion, or 42% increase123.2%, for the year ended March 31, 20252026, compared to the same period in the prior year primarily due to an increase in borrowings from banks and other parties.

LossFair on fair valuationvalue changes in financial instruments decreased by $4.6 millionapproximately $10.9 million, or 24%,73.2%, for the year ended March 31, 20252026, compared to the prior yearyear. The decrease was primarily due to the lower fair marketvalue valuationadjustments ofrecognized ourduring Forwardthe Purchasecurrent Agreement,period for the Company’s convertible promissory notes, notes,share warrants, and shareforward warrants.purchase agreement, as compared to the prior-year period.

The Company evaluates its non-marketable equity investments for impairment at each reporting period through a qualitative assessment thatof considersrelevant variousimpairment indicators, including significant adverse changes in the investee’s business,business performance, operating environment, legal or regulatory environment,factors, or the abilityavailability to obtainof relevant financial information.

Other Incomeincome increaseddecreased by approximately $6.2$4.7 million, or 743%,67.1%, for the year ended March 31, 20252026, compared to the prior year. ThisThe decrease was primarily drivenattributable byto a reduction in the $7.6reversal million provisionof andcertain short-termliabilities liabilityrelated releasesto duringpayables assumed in connection with the yearBusiness asCombination. partDuring the current period, the Company recognized a write-back of ourapproximately Balance$2.5 Sheetmillion, clean-upcompared project,to partiallyapproximately offset by a $0.7$6.5 million write-off of customer contractsrecognized in our U.K. subsidiary due to the pause in GAP sales.prior-year period.

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 March 31, 2025,2026, we have raised an aggregate of $52.0$69.7 million, net of issuance costs, through the issuance of Ordinary Shares, convertible instruments and preferred stock of Roadzen DE.(DE). Our accumulated deficit stood at $247.5 million as of March 31, 2026, compared to $224.3 million as of March 31, 2025 up from $151.6 million from the previous year.2025. These accumulated deficitdeficits stem from substantial operating losses, which stems from fair valuation, vesting of RSU, impairment of investment and intangible assets, transaction costs arose from business combination. These losses have been detailed on the table below. We anticipate that we will continue to experience operating losses and generate negative cash flows from operations over an extended period due to the planned investments in our business. Consequently, we will need to secure additional capital resources to support the execution of our strategic initiatives for growing our business in the coming years.

For the year ended March 31, 2026, net cash used in operating activities was $20.3 million, compared to $18.1 million for the year ended March 31, 2025. The cash outflow in the year ended March 31, 20252026 was primarily driven by a net loss of $73.1$22.5 million, and net cash outflows of $2.4$4.0 million resulting from changes in operating assets and liabilities, including increased receivables and lower payables.liabilities. These outflows were partially offset by non-cash adjustments totaling $57.4$6.3 million.

Cash generatedused from in investing activities was $0.1approximately $0.9 million for the year ended March 31, 2025,2026. consistedThe cash outflow was primarily attributable to the capitalization of $ 0.4approximately $1.0 million ofin capitalsoftware expendituredevelopment forexpenditures, new officeprimarily facilities,comprising partiallypersonnel offsetcosts by receipts from investmentsincurred in mutualthe fundscreation (heldand for sale)enhancement of $0.3 million.software assets.

Cash used in investing activities was $6.7$0.1 million for the year ended March 31, 2024,2025, which primarily consisted of $5.7$0.4 million of capital expenditure for thenew acquisitionsoffice offacilities, GIMpartially andoffset NAC,by $0.5receipts millionfrom consisting of an investment madeinvestments in a mutual fundfunds (held for sale), and $0.5 million of capital$0.3 expenditures for additional office facilities.million.

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 $11.7$21.4 million for the year ended March 31, 2025,2026, which consisted primarily of $7.1$6.5 million from the issuance of Ordinary Shares, $1.0$6.6 million from theissuance forwardof purchase agreementequity shares of subsidiary company and $3.7$8.3 million from loans from banks and other parties.

Cash provided by financing activities was $25.4 $11.7 million for the year ended March 31, 2024,2025, which consisted primarily consisted of $6.1$7.1 million of proceeds from the issuance of commonOrdinary andShares, preferred stock of Roadzen (DE), $3.8$1.0 million from the forward purchase agreement and $15.5$3.7 million from loans from banks and other parties.

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, 2025,2026, anthe Company did not receive any additional $1 million was receivedpayments from the Seller,Seller; bringing the total cash receipts toremain at $4.8 million.

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 maturesmatured 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. In addition, 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.

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 annum 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 annum. 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, $0.0001 par value per share (“Ordinary Shares”), 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.

Secured,Junior Convertible Non-ConvertibleNovember 20222025 Debentures

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 andmonths nine months ended DecemberJune 31,30, 20252026 and 2024,2025,” 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 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.

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,original equipment manufacturer (“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.

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. We also operate a California licensed insurance broker and managing general underwriter based in San Diego, California, after acquiring a majority stake in the quarter ended December 31, 2025. 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. We also operate a workshop management platform, digitizing end-to-end auto repair across a network of more than 1,350 verified garages and car repair workshops. 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.

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-sourceopen 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 lastfiscal severalyear years.ended March 31, 2026. Honors included ‘Breakthrough in Computer Vision’ (FE AICONIC Summit & Awards 2026), InsurTech Solution of the Year (Fintech Breakthrough Awards 2026), ‘Best Insurtech’ (Bharat Fintech Summit Awards 2026), ‘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 xClaimClaims 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.

Roadzen’s IaaS Platform accounted for approximately 56% and 54%55% of revenues for the three and nine months ended DecemberJune 31,30, 2025.2026.

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 theirthe users a handful of policy options, and our ability to 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 44% and 46%45% of revenues for the three and nine months ended DecemberJune 31,30, 2025.2026.

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.

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 DecemberJune 31,30, 2025,2026, we had 61 insurance customer agreements (including carriers, self-insureds and other entities processing processing insurance claims), 8796 automotive customer agreements, and approximately 4,1004,240 agents and fleet customers agreements.

We generate a majority of our revenues through commissions and fees which are a reflection of the total insurance policy premium. Roadzen derived 44%45% of revenue from its Brokerage Solutions and 56%55% from its IaaS Platform for the three months ended DecemberJune 31,30, 2025.2026. 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 subsidiary in the U.K. is licensed as a Managing General Agent (“MGA”),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 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. EffectiveFor example, in 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, eventually received approval to sell GAP products, the resubmission and approval process had a significant impact on our revenue, financial performance, and overall profitability.

NationalOur Automobileauto Club, ourclub 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. EliteCover, our other majority-owned subsidiary in the U.S. is licensed as a commercial auto insurance broker and managing general underwriterInsurance (MGU“CDI”) operating across multiple U.S. states including California, Texas, Illinois, and New Jersey, as well as in the U.K. through Lloyd’s of London.. Compliance with these regulations is paramount, as they govern a wide spectrum of our activities, including membership services, claims management, and financial integrity.

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 athe policy’sGWP GWP.underwritten for each policy.

Comparison of the Three Months Ended DecemberJune 31,30, 20252026 and DecemberJune 31,30, 20242025

Commission and Commission and Distribution Income increased by $1.7$1.6 million, or 10%,28%, compared to the same period in the previous year. This growth increase was supported primarily driven by strategic marketingexpansion effortsinitiatives, andincluding the expansionacquisition of ourElite distributionCover network,Insurance allowingin usthe U.S., which contributed approximately $1.1 million in revenue, in addition to access$0.5 newmillion customerof segmentsorganic andgrowth enhance productin penetration within existing markets.India.

Cost of services increased by $0.9$2.5 million, or 22%,54.9%, for the three months endingended DecemberJune 31,30, 20252026, compared to the same period periodin the prior year. This The increase was primarily driven by the consolidationexpansion of ourthe VIECompany’s inInsurance-as-a-Service Chinaoperations following recent business combinations and increasedplatform IaaSintegration revenue.activities, together with higher transaction volumes and continued organic growth across the Company’s existing operations.

Research and development expenses increased by $0.04$0.3 million, or 18%,414.0%, for the three months ended DecemberJune 31,30, 2025,2026, compared to the same period in the prior year. The increase was primarily attributable to a decrease in capitalization during the period compared to the same period the prior year.

Sales and marketing expense decreasedincreased by $1.7$1.1 million, or 8%,17.5%, for the ninethree months ended DecemberJune 31,30, 20252026 compared to the same period the prior year. The decreaseincrease was primarily attributabledriven by the acquisition of Elite Cover Insurance in the U.S., which contributed approximately $0.8 million, and remaining was due to a $3.6 million decline in non-cash compensation expense related to RSU grants, partially offset by $1.9 million rise in expenses due totowards enhanced marketing efforts related to increasingthe increase in distribution income during previous quarter. income.

General and administrative expenses declineddecreased by $39$0.2 million, or 80%,4.6%, for the ninethree months ended DecemberJune 31,30, 2025, 2026, compared to the same period in the prior year. ThisThe decrease was primarily drivenattributable byto the reversal of a $40.7provision millionfor reductiondoubtful indebts of non-cashapproximately RSU$2.8 expenses,million, partially offset by an increase of $1.3approximately $1.0 million in the provision for expected credit losses. General and $0.2administrative expenses also reflected approximately $0.6 million of incremental costs associated towith the consolidation of recently acquired businesses, as well as approximately $0.8 million of non-cash legal and professional expenses related to acquisition and integration activities incurred during the VIE in China and EliteCover respectively. The remaining variance attributable to the routine operating activities.period.

Depreciation and amortization increased by $0.01$0.6 million, or 4%,483.6%, for the three months ended DecemberJune 31,30, 2025,2026, compared to the same period the prior year.

Interest expense increased $2.1$1.9 million, or 194%,203.3%, for the three months ended DecemberJune 31,30, 20252026 compared to the same period the prior year primarily due to an increase in borrowings from banks and other parties.

Loss on fair valuation changes decreased increased by $11.9$6.7 million, or 72%,1309.6%, for the ninethree months ended DecemberJune 31,30, 20252026 compared to the same period the prior year due to the non-cash write-down of approximately $5.9 million with respect to the Forward Purchase Agreement-related prepaid asset, and the fair market valuation of our convertible promissory notes,notes and share warrants and the consolidation of Daokang and EliteCover. 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.warrants.

Other income (expense), net,Income increased by$1.9 $1.2 million, or 2126%,million for the three months ended DecemberJune 31,30, 2025,2026 compared to the same period in the prior year. The increase This was primarily driven by a higherthe write-back of certain liabilities.liabilities of $1.8 million.

The following table reconciles our net loss reported in accordance with GAAP to Adjusted EBITDA for the three months ended DecemberJune 31,30, 20252026 and DecemberJune 31,30, 20242025:

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 DecemberJune 31,30, 2025,2026, we have raised an aggregate of $61.5$77.7 million, net of issuance costs, through the issuance of Ordinary Shares, convertible instruments and preferred stock of Roadzen (DE). Our accumulated deficit stood at $240.2$255.9 million as of DecemberJune 30, 2026, compared to $247.5 million as of March 31, 2025 up from $224.3 million from the previous year.2026. These accumulated deficits stemare fromthe result of substantial operating losses, which resulting frominclude expenses related to fair valuation adjustments, the vesting of derivative instruments including RSUs, the impairment of investment and intangible assets, and transaction costs related to the Business Combination. These losses arehave been detailed in the table below. We anticipate that we will continue to experience operating losses and generate negative cash flows from operations inover thean nearextended futureperiod due to the planned investments in our business. Consequently, we maywill need to secure additional capital resources to support the execution of our strategic initiatives for growing our business in the coming years.

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 maywill 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.

Our largest sources of cash provided by operations are increases in accounts payablepayables 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 ninethree months ended DecemberJune 31,30, 2025,2026, net cash used in operating activities was $16.4$5.5 million, an increase of $2.0$2.6 million compared to $14.4$2.9 million for the same period the prior year. This increase primarily reflects a combination of lower net losses and changes in working capital during the current period.

The cash outflow in the nine months ended December 31, 2025 was primarily driven by a net loss of $15.2$9.8 million, net cash outflow of $6.1 $1.3 million resulting from changes in operating assets and liabilities, including decreased payables and higher receivables and non-cash adjustments totaling $4.9$5.4 million.

Cash used infrom investing activities was of $0.7$1.4 million for the ninethree months ended DecemberJune 31,30, 2025,2026, consistedconsisting of $0.8$0.4 million of capital expenditure relatedfor tonew capitalizationoffice of tangible facilities and intangible assets and $0.1$0.9 million receivedpaid fromfor business acquired in the investmentsprior in mutual funds (held for sale).year.

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 $6.3 million for the three months ended June 30, 2026, which consisted primarily of $7.4 million from the issuance of Ordinary Shares, partially offset by $1.2 million in repayments of borrowings.

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 yearperiod ended MarchJune 31,30, 2025,2026, anthe Company did not receive any additional $1 million was receivedpayments from the Seller, bringing theSeller; total cash receipts toremain at $4.8 million.

The following table summarizes our contractual obligations as of DecemberJune 31,30, 20252026:

On June 30, 2023, Roadzen entered into a Senior Secured 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.