Roadzen Inc

Previous wording

Sales of Roadzen’s IaaS platform represented approximately 50% and 56% of revenues for the for the three and six months ended September 30, 2024.

Current wording

Sales of Roadzen’s IaaS platform represented approximately 40% and 51% of revenues for the for the three and nine months ended December 31, 2024 respectively.

Previous wording

Roadzen’s brokerage solutions accounted for 50% and 44% of revenues for the three and six months ended September 30, 2024.

Current wording

Roadzen’s brokerage solutions accounted for 60% and 49% of revenues for the three and nine months ended December 31, 2024 respectively.

Previous wording

Since January 1, 2023 we began tracking customer segmentation for Roadzen, described as such: enterprise clients that include insurers, automakers and large fleets (above 100 vehicles), and SMB clients, which include agents, brokers, small dealerships, and small fleets (under 100 vehicles). As of September 30, 2024, we had 34 insurance customer agreements (including carriers, self-insureds and other entities processing insurance claims), 74 automotive customer agreements, and approximately 3,550 agents and fleet customers agreements.

Current wording

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 December 31, 2024, we had 34 insurance customer agreements (including carriers, self-insureds and other entities processing insurance claims), 77 automotive customer agreements, and approximately 3,700 agents and fleet customers agreements.

Previous wording

We generate a majority of our revenues through commissions and fees which are a reflection of the total insurance policy premium. Roadzen derived 50% of revenue from its brokerage solutions and 50% from its platform sales of its IaaS platform for the three months ended September 30, 2024. 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.

Current wording

We generate a majority of our revenues through commissions and fees which are a reflection of the total insurance policy premium. Roadzen derived 60% of revenue from its brokerage solutions and 40% from its platform sales of its IaaS platform for the three months ended December 31, 2024. 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.

Previous wording

Revenue decreased by 0.3 million representing a change of -1% for the six months ended September 30, 2024 compared to the same period in the prior year. This decrease was primarily attributed to suspension of GAP product in the U.K. with a subset of increase in organic revenue in the previous quarter.

Current wording

Revenue decreased by 3.8 million representing a change of -10% for the nine months ended December 31, 2024 compared to the same period in the prior year. This decrease was primarily attributed to suspension of GAP product in the U.K. with a subset of increase in organic revenue in the previous quarter.

Previous wording

Roadzen sold 70,618 policies for a total GWP of approximately $10.1 million for the three months ended September 30, 2024 as compared to 78,009 policies for a total GWP of approximately $20.6 million for the same period in the prior year. Additionally, 607,577 claims, roadside assistance and vehicle inspections were conducted during the three months ended September 30, 2024, compared to 406,897 for the same period in the prior year.

Current wording

Roadzen sold 77,326 policies for a total GWP of approximately $13.2 million for the three months ended December 31, 2024 as compared to 101,700 policies for a total GWP of approximately $21.4 million for the same period in the prior year. Additionally, 698,657 claims, roadside assistance and vehicle inspections were conducted during the three months ended December 31, 2024, compared to 486,918 for the same period in the prior year.

Previous wording

Cost of services decreased by $1.1 million representing a change of -18% for the three months ended September 30, 2024 compared to the same period in the prior year primarily due to the decrease in revenue.

Current wording

Cost of services decreased by $2.5 million representing a change of -37% for the three months ended December 31, 2024 compared to the same period in the prior year primarily due to the decrease in revenue.

Previous wording

Cost of services increased by $1.8 million representing a change of 20% for the six months ended September 30, 2023 compared to the same period in the prior year primarily due to the cost of services for acquired entities NAC and GIM, which were not included for April 2023 to May 23, and April 2023 to June 2023 respectively

Current wording

Cost of services decreased by $0.7 million representing a change of -5% for the nine months ended December 31, 2024 compared to the same period in the prior year primarily due to a decrease in revenue and cost of services for acquired entities NAC and GIM, which were not included for April 2023 to May 2023, and April 2023 to June 2023 respectively.

Previous wording

Research and development expenses increased by $0.9 million representing a change of 149% for the three months ended September 30, 2024, compared to the same period in the prior year primarily due to higher non-cash compensation expense of $1.0 million related to RSU grants.

Current wording

Research and development expenses decreased by $1.6 million representing a change of -87% for the three months ended December 31, 2024, compared to the same period in the prior year primarily due to a $1.4 million decrease in non-cash compensation expense of $1.4 million related to RSU grants and the remainder due to higher capitalization of technology personnel cost.

Previous wording

Research and development expenses increased by $2.1 million representing a change of 180% for the six months ended September 30, 2023, compared to the same period in the prior year primarily due to increased non-cash compensation expense of $2.4 million related to RSU grants and capitalization of technology personnel costs.

Current wording

Research and development expenses increased by $0.5 million representing a change of 16% for the nine months ended December 31, 2024, compared to the same period in the prior year primarily due to a $0.9 million increase in non-cash compensation expense related to RSUs originally granted on September 18, 2023 and capitalization of technology personnel costs.

Previous wording

Sales and marketing expenses decreased by $2.0 million representing a change of -20% for the three months ended September 30, 2024, compared to the same period in the prior year primarily attributable to decrease in Sales & Marketing expenses in the U.K. because of the pause of the GAP product, and $1.3 million increase in non-cash compensation expense related to RSU grants.

Current wording

Sales and marketing expenses decreased by $3.5 million representing a change of -31% for the three months ended December 31, 2024, compared to the same period in the prior year primarily attributable to a decrease in Sales & Marketing expenses in the U.K. due to the pause of the GAP product, and a $2.5 million decrease in non-cash compensation expense related to RSU grants.

Previous wording

Sales and marketing expenses increased by $0.4 million representing a change of 3% for the six months ended September 30, 2024, compared to the same period in the prior year, primarily due to the decrease in Sales & Marketing expenses in the U.K. due to the GAP product pause, and $3.2 million increase of non-cash compensation expense related to RSU grants.

Current wording

Sales and marketing expenses decreased by $3.1 million representing a change of -13% for the nine months ended December 31, 2024, compared to the same period in the prior year, primarily due to the decrease in Sales & Marketing expenses in the U.K. due to the pause of the GAP product, and a $0.7 million decrease of non-cash compensation expense related to RSU grants.

Previous wording

General and administrative expenses ("G&A") increased by $14.9 million representing a change of 266% for the three months ended September 30, 2024, compared to the same period last year primarily due to $14.6 million of non-cash expense increase related to RSU grants.

Current wording

General and administrative expenses ("G&A") decreased by $23.9 million representing a change of -90% for the three months ended December 31, 2024, compared to the same period last year primarily due to $23.2 million of non-cash expense decrease related to RSU grants.

Previous wording

G&A increased by $38.1 million representing a change of 466% for the six months ended September 30, 2024, compared to the same period in the prior year, primarily due primarily due to $37.4 million of higher non-cash expense related to RSU grants.

Current wording

G&A increased by $14.2 million representing a change of 41% for the nine months ended December 31, 2024, compared to the same period in the prior year, primarily due to $14.6 million non-cash expense related to RSU grants.

Previous wording

Depreciation and amortization decreased by $0.1 million representing a change of -14% for the six months ended September 30, 2024, compared to the same period in the prior year.

Current wording

Depreciation and amortization decreased by $0.2 million representing a change of -34% for the three months ended December 31, 2024, compared to the same period in the prior year.

Previous wording

Depreciation and amortization decreased by $0.2 million representing a change of -53% for the three months ended September 30, 2024, compared to the same period in the prior year primarily due to decapitalization of a part of software capitalized during fiscal year 2024.

Current wording

Depreciation and amortization decreased by $0.3 million representing a change of -21% for the nine months ended December 31, 2024, compared to the same period in the prior year.

Previous wording

Interest expense increased by $0.01 million representing a change of 2% for the three months ended September 30, 2024, compared to the same period in the prior year primarily due to an increase in borrowings from banks.

Current wording

Interest expense increased by $0.36 million representing a change of 50% for the three months ended December 31, 2024, compared to the same period in the prior year primarily due to an increase in borrowings from banks.

Previous wording

Interest expense increased by $0.6 million representing a change of 73% for the six months ended September 30, 2024, compared to the same period in the prior year primarily due to an increase in borrowings from banks and the issuance of non-convertible debentures.

Current wording

Interest expense increased by $1.0 million representing a change of 63% for the nine months ended December 31, 2024, compared to the same period in the prior year primarily due to an increase in borrowings from banks and the issuance of non-convertible debentures.

Previous wording

Losses on fair valuation changes decreased by $22.5 million representing a change of -95% for the three months ended September 30, 2024, compared to the same period in the prior year primarily due to the fair valuation of our Forward Purchase Agreement and convertible instruments, derivative warrants at each reporting period.

Current wording

Gain on fair valuation changes increased by $0.5 million representing a change of 41% for the three months ended December 31, 2024, compared to the same period in the prior year primarily due to the fair valuation of our Forward Purchase Agreement, convertible instruments, and derivative warrants at each reporting period.

Previous wording

Loss on fair valuation changes decreased by $5.3 million representing a change of -23% for the six months ended September 30, 2024, compared to the same period last year. This was primarily due to the fair valuation losses of our Forward Purchase Agreement, convertible promissory notes, and share warrants.

Current wording

Loss on fair valuation changes decreased by $5.8 million representing a change of -26% for the nine months ended December 31, 2024, compared to the same period last year. This was primarily due to the fair valuation change of our Forward Purchase Agreement, convertible promissory notes, and share warrants.

Previous wording

Other Income increased by $2.6 million representing a change of 368% for the six months ended September 30, 2024, compared to the same period in the prior year primarily due to $3.8 million write back of certain provisions and liabilities, and $0.7 million customer contracts write-off created as a Purchase price allocation at the time of acquisition of Global Insurance Management.

Current wording

Other Income increased by $2.4 million representing a change of 310% for the nine months ended December 31, 2024, compared to the same period in the prior year primarily due to $3.8 million write back of certain provisions and liabilities, and $0.7 million customer contracts write-off created as a purchase price allocation at the time of acquisition of Global Insurance Management.

Previous wording

The following table reconciles our net loss reported in accordance with U.S. GAAP to Adjusted EBITDA for the six months ended September 30, 2024 and the same period in the prior year:

Current wording

The following table reconciles our net loss reported in accordance with U.S. GAAP to Adjusted EBITDA for the nine months ended December 31, 2024 and the same period in the prior year:

Previous wording

Since our incorporation, we have financed our operations primarily through the issuance of equity, convertible instruments, debt (including working capital lines), and customer payments. As of September 30, 2024, we have raised an aggregate of $43.2 million, net of issuance costs, through the issuance of preferred stock of Roadzen (DE) and the issuance of convertible and non-convertible instruments. Our accumulated deficit stood at $222.3 million as of September 30, 2024, up from $151.5 million from March 31, 2024. These accumulated deficits stem from substantial operating losses which amounted to $41.6 million and $36.1 million, fair valuation losses of $55.4 million and $37.1 million, RSU vesting expenses of $103.3 million and $56.3 million, transaction costs arising from the Business Combination of $17.7 million and $17.7 million, and impairment of investment and intangible assets of $4.3 million and $4.3 million as of September 30, 2024 and March 31, 2024, respectively. 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 may need to secure additional capital resources to support the execution of our strategic initiatives for growing our business in the coming years.

Current wording

Since our incorporation, we have financed our operations primarily through the issuance of equity, convertible instruments, debt (including working capital lines), and customer payments. As of December 31, 2024, we have raised an aggregate of $45.7 million, net of issuance costs, through the issuance of Ordinary Shares of the Company, preferred stock of Roadzen (DE) and the issuance of convertible and non-convertible instruments. Our accumulated deficit stood at $224.5 million as of December 31, 2024, up from $151.5 million from March 31, 2024. These accumulated deficits stem from substantial operating losses which amounted to $42.6 million and $36.1 million, fair valuation losses of $56.5 million and $37.1 million, RSU vesting expenses of $103.4 million and $56.3 million, transaction costs arising from the Business Combination of $13.9 million and $17.7 million, and impairment of investment and intangible assets of $4.3 million and $4.3 million as of December 31, 2024 and March 31, 2024, respectively. 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 may need to secure additional capital resources to support the execution of our strategic initiatives for growing our business in the coming years.

Previous wording

Net cash used in operating activities was $11.3 million for the six months ended September 30, 2024, compared to $15.1 million for the six months ended September 30, 2023. This consisted of a net loss of $70.3 million and net cash outflows of $3.4 million provided by changes in our operating assets and liabilities, and partially offset by non-cash charge add-backs of $62.5 million. The non-cash charges were primarily comprised of fair valuation losses of $18.2 million, stock based compensation of $47.0 million and depreciation/amortization of $0.7 million.

Current wording

Net cash used in operating activities was $14.4 million for the nine months ended December 31, 2024, compared to $14.6 million for the nine months ended December 31, 2023. This consisted of a net loss of $72.9 million, net cash outflows of $3.0 million provided by changes in our operating assets and liabilities, and partially offset by non-cash charge add-backs of $61.4 million. The non-cash charges were primarily comprised of fair valuation losses of $16.5 million, stock based compensation of $47.1 million, depreciation/amortization of $1.0 million partially offset by $3.2 million in write back of outstanding payables.

Previous wording

Cash used in investing activities was $1.2 million for the six months ended September 30, 2024, which primarily consisted of $1 million received from the FPA and $0.2 million from sale of mutual fund (held for sale).

Current wording

Cash used in investing activities was $1.4 million for the nine months ended December 31, 2024, which primarily consisted of $1 million received from the FPA and $0.4 million from the sale of investments held in a mutual fund.

Previous wording

We have generated negative cash flows from operations since our inception and have supplemented working capital through net proceeds from the issuance of convertible debt and preferred equity securities. Cash provided by financing activities was $4.5 million for the six months ended September 30, 2024, which primarily consisted of loans from banks and other parties.

Current wording

We have generated negative cash flows from operations since our inception and have supplemented working capital through net proceeds from the issuance of convertible debt, preferred equity securities and Ordinary Shares. Cash provided by financing activities was $7.2 million for the nine months ended December 31, 2024, which primarily consisted of proceeds of $2.5 million from issuance of Ordinary Shares and $4.7 million from loans from banks and other parties.

Previous wording

The Company leases office space under non-cancelable operating lease agreements, which expire on various dates through September 2028. The operating lease includes $303,701 of imputed interest due to implementation of ASC-842.

Current wording

The Company leases office space under non-cancelable operating lease agreements, which expire on various dates through September 2028. The operating lease includes $255,236 of imputed interest due to implementation of ASC-842.

Previous wording

On June 30, 2023, Roadzen entered into a Note Purchase Agreement (the "Note Purchase Agreement") with Mizuho Securities USA LLC (“Mizuho”), as administrative agent and collateral agent, and as a purchaser, pursuant to which Mizuho purchased an aggregate principal amount of $7,500,000 of senior secured notes (the "Mizuho Notes"). The Mizuho Notes bear interest at a rate of 15.0% per annum, which will automatically increase by 5% if we fail to prepay the Mizuho Notes upon the occurrence of certain mandatory prepayment events as set forth in the Note Purchase Agreement. The Mizuho Notes were originally scheduled to mature on June 30, 2024. On June 30, 2024, Mizuho granted to the Company a waiver of payment until July 31, 2024. On July 26, 2024, the Company entered into Amendment No. 1 to the senior secured notes, providing for an additional $4 million in principal amount to a total of $11.5 million, and an extension of the maturity date to December 31, 2024. Terms of the notes are otherwise the same as the original notes issued in June 2023, including an interest rate of 15% per annum, and did not require any additional warrants.

Current wording

On June 30, 2023, Roadzen entered into a Note Purchase Agreement (the "Note Purchase Agreement") with Mizuho Securities USA LLC (“Mizuho”), as administrative agent and collateral agent, and as a purchaser, pursuant to which Mizuho purchased an aggregate principal amount of $7,500,000 of senior secured notes (the "Mizuho Notes"). The Mizuho Notes bear interest at a rate of 15.0% per annum, which will automatically increase by 5% if we fail to prepay the Mizuho Notes upon the occurrence of certain mandatory prepayment events as set forth in the Note Purchase Agreement. The Mizuho Notes were originally scheduled to mature on June 30, 2024. On June 30, 2024, Mizuho granted to the Company a waiver of payment until July 31, 2024. On July 26, 2024, the Company entered into Amendment No. 1 to the senior secured notes, providing for an additional $4 million in principal amount to a total of $11.5 million, and an extension of the maturity date to December 31, 2024. Terms of the notes were otherwise the same as the original notes issued in June 2023, including an interest rate of 15% per annum, and did not require any additional warrants. On December 31, 2024, and again on January 31, 2025 while Amendment No. 2 to the senior secured notes are being drafted, Mizuho granted to the Company a waiver of payment until January 31, 2025 and then February 28, 2025.

Previous wording

Pursuant to the Note Purchase Agreement, because the Mizuho Notes were not repaid in full by December 30, 2023, we became obligated to issue to the noteholders, warrants to purchase Ordinary Shares equal to 2.5% of the ownership interests of Roadzen on a fully diluted basis as of June 30, 2023, the date of the closing on the Note Purchase Agreement (the “Mizuho Warrants”). The shares underlying the Mizuho Warrants are referred to herein as the “Mizuho Warrant Shares.” On May 14, 2024, the Company issued the Mizuho Warrants representing a right to purchase 1,432.517 Ordinary Shares at a purchase price of $0.001 per share. The Mizuho Warrants will expire five (5) years after issuance or earlier upon a voluntary or involuntary dissolution, liquidation, or winding up of the issuer. The number of Mizuho Warrant Shares underlying and the applicable exercise price of the Mizuho Warrants are subject to customary adjustment for dividends, splits, reclassifications and other modifications. The Note Purchase Agreement contains certain covenants that restrict the Loan Parties’ ability to, among other things, transfer or sell assets, create liens, incur indebtedness, make payments and investments and transact with affiliates. Additionally, the Loan Parties are collectively required to maintain a cash reserve of at least $1 million in the aggregate to satisfy the minimum liquidity condition as set forth in the Note Purchase Agreement.

Current wording

Pursuant to the Note Purchase Agreement, because the Mizuho Notes were not repaid in full by December 30, 2023, we became obligated to issue to the noteholders, warrants to purchase Ordinary Shares equal to 2.5% of the ownership interests of Roadzen on a fully diluted basis as of June 30, 2023, the date of the closing on the Note Purchase Agreement (the “Mizuho Warrants”). The shares underlying the Mizuho Warrants are referred to herein as the “Mizuho Warrant Shares.” On May 14, 2024, the Company issued the Mizuho Warrants representing a right to purchase 1,432,517 Ordinary Shares at a purchase price of $0.001 per share. The Mizuho Warrants will expire five (5) years after issuance or earlier upon a voluntary or involuntary dissolution, liquidation, or winding up of the issuer. The number of Mizuho Warrant Shares underlying and the applicable exercise price of the Mizuho Warrants are subject to customary adjustment for dividends, splits, reclassifications and other modifications. The Note Purchase Agreement contains certain covenants that restrict the Loan Parties’ ability to, among other things, transfer or sell assets, create liens, incur indebtedness, make payments and investments and transact with affiliates. Additionally, the Loan Parties are collectively required to maintain a cash reserve of at least $1 million in the aggregate to satisfy the minimum liquidity condition as set forth in the Note Purchase Agreement.

Previous wording

The December 2023 Convertible Debentures bear interest, in arrears, at a rate of 13% per annum, payable semi-annually commencing on June 15, 2024, and matures on December 15, 2025. Interest is payable in kind, subject to the right of the Company to make any interest payments in cash. The Debentures are convertible into the Company’s Ordinary Shares, at the election of the holder at any time at an initial conversion price of $10.00 per Ordinary Share (the “Conversion Price”). The Conversion Price is subject to customary adjustments for stock dividends, stock splits, reclassifications and the like. In addition, if the average volume weighted average price of the Ordinary Shares for the 30 trading days immediately preceding December 15, 2024 (the “Average VWAP”) is less than the Conversion Price then in effect, the Conversion Price will be adjusted to an amount equal to such Average VWAP, subject to a floor of 85% of the Conversion Price then in effect. 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.

Current wording

The December 2023 Convertible Debentures bear interest, in arrears, at a rate of 13% per annum, payable semi-annually commencing on June 15, 2024, and matures on December 15, 2025. Interest is payable in kind, subject to the right of the Company to make any interest payments in cash. The Debentures are convertible into the Company’s Ordinary Shares, at the election of the holder at any time at an initial conversion price of $10.00 per Ordinary Share (the “Conversion Price”). The Conversion Price is subject to customary adjustments for stock dividends, stock splits, reclassifications and the like. In addition, if the average volume weighted average price of the Ordinary Shares for the 30 trading days immediately preceding December 15, 2024 (the “Average VWAP”) is less than the Conversion Price then in effect, the Conversion Price will be adjusted to an amount equal to such Average VWAP, subject to a floor of 85% of the Conversion Price then in effect. 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 129,411 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.

Previous wording

The indebtedness evidenced by the December 2023 Convertible Debentures is subordinate to all other indebtedness of the Company. The Company has agreed in the December 2023 Convertible Debentures that it will not, while the December 2023 Convertible Debentures remain outstanding, incur additional indebtedness other than indebtedness (i) evidenced by other December 2023 Convertible Debentures, (ii) senior to the December 2023 Convertible Debentures in an aggregate principal amount of no more than $50 million and (iii) pari passu or junior to the December 2023 Convertible Debentures in an aggregate principal amount of no more than $50 million. The December 2023 Convertible Debentures contain customary events of default, including defaults in payment or performance that remain uncured after specified cure periods and certain events of bankruptcy.

Current wording

The indebtedness evidenced by the December 2023 Convertible Debentures is subordinate to all other indebtedness of the Company. The Company has agreed in the December 2023 Convertible Debentures that it will not, while the December 2023 Convertible Debentures remain outstanding, incur additional indebtedness other than indebtedness (i) evidenced by other December 2023 Convertible Debentures, (ii) senior to the December 2023 Convertible Debentures in an aggregate principal amount of no more than $50 million and (iii) pari passu or junior to the December 2023 Convertible Debentures in an aggregate principal amount of no more than $50 million.

Previous wording

Also pursuant to the terms of the March 2024 SPA, the Company agreed to issue to each Purchaser warrants (the “March 2024 SPA Warrants”) to purchase, for each $10,000 in original principal amount of 2024 SPA Notes purchased, 1,000 Ordinary Shares. Each of the March 2024 SPA Warrant will be exercisable at any time during the period commencing on March 28, 2025 (the “Vesting Date”) through March 28, 2031 (or until the dissolution, liquidation or winding up of the Company, if earlier). The exercise price of the March 2024 SPA Warrants is equal to 80% of the lower of (i) the VWAP of the Company’s Ordinary Shares (RZDN), as reported on the relevant market or exchange, over the 60 trading days subsequent to the first loan funding, (ii) the opening price of any public offering of straight equity securities of the Company occurring within six months after the issue date of the March 2024 SPA Warrants and (iii) the VWAP of the Ordinary Shares over the 60 trading days immediately prior to the Vesting Date. The March 2024 SPA Warrants have customary anti-dilution protections in the event the Company declares dividends or distributions on the Ordinary Shares or subdivides, combines or reclassifies its outstanding Ordinary Shares. On April 22, 2024, the Company issued March 2024 SPA Warrants to purchase 50,000 Ordinary Shares to Krishnan-Shah Family Partners, LP. On June 20, 2024, the Company issued March 2024 SPA Warrants to purchase 50,000 Ordinary Shares to Ms. VedBrat and the Company expects to issue March 2024 SPA Warrants to purchase an additional 50,000 Ordinary Shares to Ms. VedBrat in connection with her purchase of the May 2024 Note.

Current wording

Also pursuant to the terms of the March 2024 SPA, the Company agreed to issue to each Purchaser warrants (the “March 2024 SPA Warrants”) to purchase, for each $10,000 in original principal amount of 2024 SPA Notes purchased, 1,000 Ordinary Shares. Each of the March 2024 SPA Warrant will be exercisable at any time during the period commencing on March 28, 2025 (the “Vesting Date”) through March 28, 2031 (or until the dissolution, liquidation or winding up of the Company, if earlier). The exercise price of the March 2024 SPA Warrants is equal to 80% of the lower of (i) the VWAP of the Company’s Ordinary Shares (RZDN), as reported on the relevant market or exchange, over the 60 trading days subsequent to the first loan funding, (ii) the opening price of any public offering of straight equity securities of the Company occurring within six months after the issue date of the March 2024 SPA Warrants and (iii) the VWAP of the Ordinary Shares over the 60 trading days immediately prior to the Vesting Date. The March 2024 SPA Warrants have customary anti-dilution protections in the event the Company declares dividends or distributions on the Ordinary Shares or subdivides, combines or reclassifies its outstanding Ordinary Shares. On April 22, 2024, the Company issued March 2024 SPA Warrants to purchase 50,000 Ordinary Shares to Krishnan-Shah Family Partners, LP. On June 20, 2024, the Company issued March 2024 SPA Warrants to purchase 50,000 Ordinary Shares to Ms. VedBrat and on October 27, 2024 issued additional March 2024 SPA Warrants to purchase an additional 50,000 Ordinary Shares to Ms. VedBrat in connection with her purchase of the May 2024 Note.

Previous wording

One of our material subsidiaries issued Secured, Non-Convertible Debentures with NP1 Capital Trust with an aggregate principal amount of $3.7 million during the FY. 22-23 with varying maturity dates between January 2024 and July 2024 and interest rates ranging from 19.25% to 20.00% per annum. The principal outstanding as on September 30, 2024 is $2.22 million. On September 30, 2024 the Company entered into an amendment agreement restructuring the principal repayments and extending the maturity date to March 31, 2025.

Current wording

One of our material subsidiaries issued Secured, Non-Convertible Debentures with NP1 Capital Trust with an aggregate principal amount of $3.7 million during the fiscal year ended March 31, 2023 with varying maturity dates between January 2024 and July 2024 and interest rates ranging from 19.25% to 20.00% per annum. The principal outstanding as on December 31, 2024 is $2.06 million. On September 30, 2024 the Company entered into an amendment agreement restructuring the principal repayments and extending the maturity date to March 31, 2025.

Previous wording

In July 2024, the Company announced it was kicking off a balance sheet reconstitution program aimed at strengthening and simplifying its balance sheet, while addressing the legacy overhang inherited through the going-public process. To start this program, the Company agreed to convert $2.5 million of its accounts payables and $0.9 million of its short term borrowings due to entities affiliated with its Chairman and CEO into equity.

Current wording

In July 2024, the Company announced it was kicking off a balance sheet reconstitution program aimed at strengthening and simplifying its balance sheet, while addressing the legacy overhang inherited through the going-public process. On December 31, 2024 the Company converted $2.5 million of its accounts payables and $0.9 million of its short term borrowings due to entities affiliated with its Chairman and CEO into equity.