Form 8-K

8-K — Roadzen Inc.

Accession: 0001493152-26-037791

Filed: 2026-08-13

Period: 2026-08-13

CIK: 0001868640

SIC: 6411 (INSURANCE AGENTS BROKERS & SERVICES)

Item: Results of Operations and Financial Condition

Item: Financial Statements and Exhibits

Documents

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UNITED

STATES

SECURITIES

AND EXCHANGE COMMISSION

WASHINGTON,

D.C. 20549

FORM

8-K

CURRENT

REPORT

Pursuant

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

Date

of Report (Date of earliest event reported): August 13, 2026

ROADZEN

INC.

(Exact

name of Registrant as Specified in Its Charter)

British

Virgin Islands

001-41094

98-1600102

(State

or Other Jurisdiction

Incorporation)

(Commission

File

Number)

(IRS

Employer

Identification

No.)

111

Anza Blvd

Suite

109

Burlingame,

California

94010

(Address

of Principal Executive Offices)

(Zip

Code)

Registrant’s

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

(Former

Name or Former Address, if Changed Since Last Report)

Check

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

any of the following provisions:

☐

Written

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

☐

Soliciting

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

☐

Pre-commencement

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

☐

Pre-commencement

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

Securities

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

Title

of each class

Trading

Symbol(s)

Name

of each exchange on which registered

Ordinary

Shares, par value $0.0001 per share

RDZN

The

Nasdaq Stock Market LLC

Warrants,

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

RDZNW

The

Nasdaq Stock Market LLC

Indicate

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

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

Emerging

growth company ☒

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

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

Item

2.02 Results of Operations and Financial Condition.

August 13, 2026, Roadzen Inc. (the “Company”) issued a press release announcing its financial results for the three months

ended June 30, 2026. A copy of the press release is attached hereto as Exhibit 99.1 and is incorporated herein by reference.

This

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

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

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

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

Item

9.01 Financial Statements and Exhibits.

(d)

Exhibits.

Exhibit

Number

Description

of Exhibit

99.1

Press release issued on August 13, 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:

August

13, 2026

By:

/s/

Jean-Noël Gallardo

Name:

Jean-Noël

Gallardo

Title:

Chief

Financial Officer

EX-99.1

Filename: ex99-1.htm · Sequence: 2

Exhibit 99.1

Roadzen Delivers Best Quarter in Company History with Record Q1 FY2027 Revenue of $16.2 Million, Up 49% Year-Over-Year

● Record

Revenue and Growth Underscore Adoption of Roadzen’s AI Platform First quarter fiscal

2027 revenue increased 49% to $16.2 million from $10.9 million in the prior year’s

first quarter — the strongest first quarter on record for Roadzen and the best quarterly

revenue in Company history.

● FY2027

Momentum Accelerates Toward a $100+ Million Run Rate Roadzen exited the quarter at a

roughly $65 million annualized revenue run rate and secured over $30 million of contracted

revenue during the quarter. In July 2026, Roadzen signed a definitive agreement to acquire

a leading European MGA specializing in short-term car rental insurance, expected to add approximately

$18–20 million of annual revenue and $1.6–2.0 million of EBITDA, further supporting

momentum towards a $100+ million annualized run rate.

● Quarterly

Net Loss Increase Driven by Non-Cash Expenses; Eighth Consecutive Quarter of Adjusted EBITDA1

Improvement and Second Straight ‘Rule of 40’ Quarter Adjusted EBITDA loss

narrowed to $(0.37) million from $(1.41) million in the prior year quarter — a 73%

year-over-year improvement — and improved from $(0.44) million in the fourth quarter

of fiscal 2026, marking the eighth consecutive quarter of gains. Together, these results

delivered Roadzen’s second consecutive ‘Rule of 40’ quarter, at a score

of approximately 47.

● AI

Platform Delivers Measurable Results Across Insurance and Mobility Roadzen’s AI

platform delivers real, measurable outcomes at scale for its customers: up to 72% fewer accidents

for drivers and fleets across billions of miles driven, an 85% average combined ratio for

Roadzen’s MGA operations versus a global industry average of 103%, and claims-to-repair

cycle times cut from roughly six weeks to 48 hours for most claims.

NEW

YORK, August 13, 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 months ended

June 30, 2026, its first quarter of fiscal year 2027.

“A

new generation of AI-first companies is showing incredible applications of AI across verticals — in legal, in customer service,

in software — and Roadzen is leading the way for insurance and mobility. The results we are seeing in applied AI — on combined

ratios, on driver safety, on underwriting precision, and in overall enterprise adoption among our global clients — are exceptional.

This was the best quarter in our history, and the fact that we beat our March quarter — typically our strongest of the year, with

June usually running lower — gives us a nice base for the rest of the year,” said Rohan Malhotra, Founder and CEO of Roadzen.

“We exited the quarter at a $65 million annualized run rate, added more than $30 million in new deals, and signed a definitive

agreement to acquire a leading European insurance platform that gives us more than a decade of proprietary underwriting and claims data

on short-term trips. We believe we have a clear line of sight to exiting fiscal 2027 at a $100 million-plus annualized run rate and continued

positive gains on Adjusted EBITDA.”

“At

the end of last quarter, we outlined clear financial priorities: reaching Adjusted EBITDA breakeven, driving greater operating leverage

and cost efficiency, and continuing to strengthen and simplify our balance sheet,” said Jean-Noël Gallardo, Chief Financial

Officer of Roadzen. “We made meaningful progress on each of those in the first quarter. Revenue increased 49% year-over-year to

a record $16.2 million, while our Adjusted EBITDA loss narrowed to just $(0.37) million from $(0.44) million in the fourth quarter and

$(1.41) million a year ago — our eighth consecutive quarter of improvement. Operating expenses, excluding cost of services and

depreciation and amortization, declined approximately 34% sequentially, while revenue reached a new quarterly record, demonstrating the

cost efficiencies and operating leverage we are realizing as the business scales.”

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.

First

Fiscal Quarter 2027 Financial Highlights:

Revenue

and Key Performance Indicators:

Record

first quarter revenue totaling $16.2 million, up from $10.9 million the prior year first quarter, an increase of 49% and the highest

quarterly revenue in Company history.

Brokerage

solutions accounted for 45% of total revenue, increasing $1.6 million, or 28.2% over the prior year quarter, while IaaS revenue accounted

for the remaining 55% of revenue, increasing $3.7 million, or 72.3% over the prior year quarter.

of June 30, 2026, Roadzen had 61 insurance customer agreements (including carriers, self-insureds and other entities processing insurance

claims), 96 automotive customer agreements, and approximately 4,240 agents and fleet customer agreements, compared to 61 insurance, 91

automotive and 4,200 agent and fleet customer agreements as of March 31, 2026.

the brokerage business, 165,181 policies were sold during the first quarter for approximately $25.6 million of Gross Written Premium

(“GWP”), compared to 144,270 policies and $25.2 million of GWP in the fourth quarter of fiscal 2026.

our IaaS business, 1,406,382 claims, roadside assistance and vehicle inspections were conducted during the three months ended June 30,

2026, compared to 1,409,790 in the prior fourth quarter ended March 31, 2026.

Operating

Expenses:

Operating

expenses for the three months ended June 30, 2026, excluding Cost of Services and Depreciation and Amortization, totaled $10.1 million,

compared with $8.8 million in the prior-year period. While revenue increased 49% year-over-year to a record $16.2 million, operating

expenses increased approximately 14.7%, demonstrating operating leverage as the Company scaled.

Loss

from operations totaled $1.5 million, compared with $2.5 million in the prior-year period, reflecting increasing operating leverage —

a 39% year-over-year improvement. Operating margin improved to (9.5%) from (23.2%) in the prior-year period, representing approximately

1,367 basis points of year-over-year improvement.

Net

Results:

Net

loss attributable to ordinary shareholders was $(9.8) million, or $(0.12) per share, compared with $(4.0) million, or $(0.05) per share,

in the prior-year period. The first-quarter net loss included a $7.2 million non-cash fair-value loss (including a one-time, non-cash

$5.9 million write-down of the Forward Purchase Agreement) on the Company’s financial instruments compared with $0.5 million in

the prior-year period. Excluding this non-cash fair-value adjustment, net loss attributable to ordinary shareholders would have been

approximately $(2.6) million. This non-cash fair-value adjustment was the principal driver of the reported net loss, masking continued

improvement in the Company’s underlying operating performance.

Adjusted

EBITDA loss for the first quarter totaled $(0.37) million, compared with $(1.41) million in the prior-year period — a 73% year-over-year

improvement. This marks Roadzen’s eighth consecutive quarter of Adjusted EBITDA improvement, bringing the Company closer to Adjusted

EBITDA breakeven while delivering 49% year-over-year revenue growth.

Balance

Sheet:

Total

assets as of June 30, 2026 were approximately $47.7 million, compared with $52.7 million at March 31, 2026. The sequential change was

driven principally by a one-time non-cash write-off of the Company’s Forward Purchase Agreement of $5.9 million. The Company ended

the quarter with $6.0 million of cash and cash equivalents, compared with $6.6 million on March 31, 2026.

Total

liabilities declined to $78.3 million from $79.2 million at March 31, 2026, driven by a $3.4 million decrease in Accounts Payable, partially

offset by an increase in current portion of long-term borrowings, while aggregate borrowings decreased slightly to $33.0 million from

$33.3 million.

of June 30, 2026, the Company had approximately 84.6 million Ordinary Shares outstanding, an increase of 4.9 million shares from March

31, 2026, primarily reflecting the $8.0 million institutional equity financing completed during the quarter.

Subsequent

Financial Events:

The

Company further reduced outstanding debt by converting approximately $0.8 million of junior unsecured convertible debentures and their

accrued interest into equity at $2.50 per Ordinary Share.

First

Quarter 2027 Operational Highlights

Revenue

and Commercial Deployments:

Roadzen

secured more than $30 million of new contracted revenue during the first quarter across insurance, claims, fleet safety and roadside

assistance, including:

● VehicleCare

secured two major insurer claims mandates expected to generate more than $20 million in combined

annual revenue. As of June 30, 2026, VehicleCare verified garages and car repair workshops

total 1,350+ compared to 1,200 on March 31, 2026.

● drivebuddyAI

secured contracts totaling $7.8 million for AI-powered fleet safety deployments covering

a 3,000-truck fleet and up to 3,600 electric commercial vehicles.

● In

the U.S., EliteCover Insurance Solutions, Inc. secured an LOI for $30 million of insurance

capacity anticipated to support approximately $6 million in annual revenue, while National

Automobile Club secured a contract expected to generate approximately $1.2 million annually

for a digital platform serving more than 500,000 users.

● Global

Insurance Management secured several new U.K. contracts representing approximately $2.5 million

in projected annual revenue.

Technology

& Intellectual Property:

● drivebuddyAI

secured two additional

patents during the quarter covering AI-based real-time road-hazard detection and geo-mapping

and its Real-Time Lane Detection System, further

expanding Roadzen’s proprietary AI and driver-safety technology portfolio.

Strategic

Partnerships & Platform Expansion:

● Roadzen

partnered with a top-10 global automaker to deliver GAP insurance across the U.K., representing

its second major European OEM win since September 2025.

● VehicleCare

partnered with TISAG-TEMOT to strengthen parts availability and integrated claims-to-repair

infrastructure across India.

● Roadzen

was selected as a beta-testing partner for Anthropic’s Managed Agents platform for

enterprise AI deployment.

Corporate

Milestone:

● Roadzen

was added to the Russell 2000 and Russell 3000 indices

as part of the June 2026 reconstitution.

Subsequent

Events

Acquisition:

● Acquisition

of Leading European MGA Provides Scaled Entry into the $27 Billion Car Rental Insurance Market

July 9, 2026, Roadzen signed a definitive agreement

to acquire a leading technology-driven European MGA specializing in short-term car rental insurance. The acquisition provides Roadzen

with a scaled, fully regulated European insurance platform powering more than 800,000 policies annually,

with approximately $18–20 million in revenue and $1.6–2.0 million in EBITDA. The

business operates a capital-light model with no underwriting risk, positive free cash flow, no debt,

and durable multi-year A-rated insurance capacity, supported by proprietary technology and a lean team of approximately 20 employees.

The transaction is being completed through Roadzen’s India subsidiary for stock or cash and is not

expected to be directly dilutive to Roadzen’s Nasdaq shareholders, with closing anticipated in early

Q3 FY2027. Strategically, the combination brings together more than a decade of proprietary

short-trip pricing and underwriting data with Roadzen’s AI capabilities, creating the opportunity to deliver real-time underwriting

and automated, computer-vision-led claims across the approximately $27 billion global car rental insurance

market.

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, our ability

to consummate the acquisition described in this press release when anticipated, or at all, 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 29, 2026. 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)

Particulars

As of

June 30, 2026

As of

March 31, 2026

Assets

Current assets:

Cash and cash equivalents

6,004,085

6,578,594

Accounts receivable, net

6,938,995

7,500,439

Inventories

188,628

116,555

Prepayments and other current assets

13,133,834

17,833,119

Investments

231,509

229,994

Total current assets

26,497,051

32,258,701

Non current assets

Restricted cash

217,062

222,026

Property and equipment, net

569,551

536,997

Goodwill

7,621,604

7,616,973

Operating lease right-of-use assets

2,027,950

1,374,147

Intangible assets, net

9,749,705

9,651,915

Other long-term assets

1,037,748

997,802

Total Non current assets

21,223,620

20,399,860

Total assets

47,720,671

52,658,561

Liabilities and shareholders’ Equity/(Deficit)

Current liabilities

Current portion of long-term borrowings

12,511,196

9,829,713

Short-term borrowings

6,782,103

7,843,267

Accounts payable and accrued expenses

29,105,363

30,245,947

Derivative warrant liabilities

2,422,645

1,987,003

Short-term operating lease liabilities

575,557

325,255

Other current liabilities

7,594,007

8,072,789

Total current liabilities

58,990,871

58,303,974

Non current liabilities

Long-term borrowings

13,706,433

15,612,108

Long-term operating lease liabilities

1,129,147

699,817

Other long-term liabilities

4,526,041

4,561,246

Total Non current liabilities

19,361,621

20,873,171

Total liabilities

78,352,492

79,177,145

Commitments and contingencies (refer note 21)

Shareholders’ Equity/(Deficit)

Ordinary Shares and additional paid in capital, $0.0001 par value per share, 220,000,000 shares authorized as of June 30, 2026 and March 31, 2026; 84,598,480 and 79,695,672 shares outstanding as of June 30, 2026 and March 31, 2026 respectively

117,760,582

112,128,293

Accumulated deficit

(255,974,533 )

(246,224,660 )

Accumulated other comprehensive income/(loss)

(1,195,734 )

(1,299,868 )

Other components of equity

105,611,372

105,747,998

Total shareholders’ deficit

(33,798,313 )

(29,648,237 )

Non-controlling interest

3,166,492

3,129,653

Total deficit

(30,631,821 )

(26,518,584 )

Total liabilities and Total Deficit

47,720,671

52,658,561

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 June 30,

Particulars

2026

2025

Revenue

16,194,324

10,865,545

Costs and expenses:

Cost of services

6,923,789

4,469,453

Research and development

419,115

81,534

Sales and marketing

7,206,127

6,132,010

General and administrative

2,458,724

2,577,897

Depreciation and amortization

729,516

125,000

Total costs and expenses

17,737,272

13,385,894

Loss from operations

(1,542,948 )

(2,520,348 )

Interest expense (net)

(2,854,699 )

(941,319 )

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

(7,210,865 )

(511,538 )

Other income (net)

1,837,757

(47,922 )

Total other income/(expense)

(8,227,807 )

(1,500,779 )

(Loss)/Income before income tax expense

(9,770,755 )

(4,021,128 )

Less: income tax (benefit)/expense

(6,620 )

79,979

Net (loss)/income before non-controlling interest

(9,764,135 )

(4,101,107 )

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

30,240

(95,337 )

Net Loss attributable to Ordinary shareholders

(9,794,375 )

(4,005,770 )

Net loss per share attributable to Ordinary shareholders

Basic and diluted

(0.12 )

(0.05 )

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

82,718,614

74,290,986

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 June 30,

Particulars

2026

2025

Cash flows from operating activities

Net Loss attributable to Ordinary shareholders

(9,794,375 )

(4,005,770 )

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

Depreciation and amortization

729,516

125,000

Stock based compensation

75,376

71,358

Deferred income taxes

(16,118 )

(1,289 )

Unrealised foreign exchange loss/(profit)

109,427

(9,456 )

Expenses settled through issuance of equity equity shares

812,288

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

7,210,865

511,538

Expected credit loss (net of reversal)

(1,540,122 )

198,749

Balances written off/(back)

(1,793,721 )

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

30,240

(95,337 )

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

Inventories

(72,073 )

103,415

Accounts receivables, net

159,750

(147,930 )

Prepayments and other assets

(2,082,810 )

(2,071,466 )

Accounts payable and accrued expenses

245,637

2,323,205

Other liabilities

452,958

76,478

Net cash used in operating activities

(5,473,162 )

(2,921,507 )

Cash flows from investing activities

Purchase of property and equipment & intangible assets

(464,491 )

(274,056 )

Consideration paid for business acquired in prior year

(925,000 )

Investment in mutual funds and bonds

(1,515 )

Proceeds from sale of mutual fund

73,116

Net cash used in investing activities

(1,391,006 )

(200,940 )

Cash flows from financing activities

Proceeds from issue of ordinary shares

7,460,000

1,386,959

Net proceeds/(payments) from borrowings

(1,175,305 )

49,990

Net cash generated from financing activities

6,284,695

1,436,949

Effect of exchange rate changes on cash and cash equivalents

(24,586 )

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

(579,473 )

(1,710,084 )

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

6,800,620

5,053,654

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

6,221,147

3,343,570

Reconciliation of cash and cash equivalents

Cash and cash equivalents

6,004,085

3,124,856

Restricted cash

217,062

218,714

Total cash and cash equivalents

6,221,147

3,343,570

Supplemental disclosure of cash flow information

Cash paid for interest, net of amounts capitalized

1,821,711

1,001,397

Non-cash investing and financing activities

Consideration payable in connection with acquisitions

1,074,070

8,376,253

Interest accrued on borrowings

4,941,475

2,089,465

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 table reconciles our net

loss reported in accordance with GAAP to Adjusted EBITDA for the three months and year ended June 30, 2026 and June 30, 2025

For the three months ended June 30,

Particulars

2026

2025

Net loss

(9,794,374 )

(4,005,770 )

Adjusted for:

Other (income)/expense net

(1,837,757 )

47,922

Interest (income)/expense

2,854,699

941,319

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

7,210,865

511,538

Tax (benefit)/expense

(6,620 )

79,979

Depreciation and amortization

729,516

125,000

Stock based compensation expense

159,127

71,358

Non-cash expenses

(757,368 )

306,714

Non-recurring expenses

1,067,802

516,102

Adjusted EBITDA

(374,111 )

(1,405,838 )

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.

For

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

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