Roadzen Inc.

Current report

The unaudited financial information of the newly consolidated entity included in this filing is preliminary, and our actual financial condition and results of operations may differ materially.

Current report

The financial statements of the newly consolidated entity for the period presented are unaudited. The consolidation of acquired or newly consolidated businesses involves complex and subjective accounting policies and significant estimates, particularly in areas such as fair value measurements, purchase price allocations, and the identification and elimination of intercompany transactions and balances. The absence of an independent audit increases the risk that these financial statements could contain material errors or misstatements that might not be detected on a timely basis, which could adversely affect investor confidence and potentially require restatements in the future.

Current report

Our newly consolidated joint venture in China exposes us to significant geopolitical, regulatory, and economic risks that could adversely affect our business, results of operations, and financial condition.

Current report

As a result of our recently consolidated joint venture in China, we are now subject to the economic, political, and regulatory conditions prevailing in that country. The relationship between the United States and the People’s Republic of China has become increasingly complex and, at times, adversarial. Ongoing trade tensions, evolving export controls, restrictions on technology transfers, sanctions, tariffs, and potential limitations on U.S. investment in Chinese entities could materially and adversely affect our ability to operate, repatriate profits, or maintain supply and customer relationships in China. Actions by either government, including new or expanded restrictions on cross-border transactions, data flows, or technology licensing, could disrupt our operations or require us to restructure aspects of our business in China.

Current report

In addition, China’s regional relationships present further geopolitical risks. In particular, increasing tensions between China and India – a key market and strategic geography for our business – could lead to trade restrictions, border disruptions, or regulatory actions that may impair our ability to coordinate operations, transfer technology, or manage resources effectively across jurisdictions. Any deterioration in diplomatic or trade relations among the United States, China and India could also negatively affect global economic stability and demand for our products and services.

Current report

The Chinese regulatory environment is also characterized by frequent changes and government intervention, including in areas such as data privacy, foreign investment, and national security reviews. Unanticipated regulatory changes or enforcement actions could adversely affect our joint venture’s operations, governance, or ownership structure, and could limit our ability to control or derive economic benefit from the structure.

Current report

We may not receive consistent, complete, or reliable financial and operational information from our joint venture in China, which could result in material misstatements, impairments, or write-offs of our investment.

Current report

Our recently consolidated joint venture in China presents significant challenges in obtaining timely, accurate, and complete financial information necessary for U.S. GAAP reporting and internal control purposes. The joint venture operates in a jurisdiction where accounting standards, internal control practices, and regulatory oversight may differ materially from those in the United States. We rely heavily on local management for financial reporting, operational metrics, and other information necessary to prepare our consolidated financial statements and maintain effective internal control over financial reporting. Differences in accounting practices, delays in reporting, or incomplete disclosures may limit our visibility into the joint venture’s performance and financial condition.

Current report

Despite our oversight efforts, there can be no assurance that we will continue to receive consistent, reliable, or verifiable information from the joint venture. Delays, inaccuracies, or lack of transparency in financial reporting could impair our ability to prepare consolidated financial statements in accordance with SEC and PCAOB requirements. If we are unable to obtain sufficient and appropriate information to support the carrying value of our investment or to ensure compliance with internal control standards, we may be required to record an impairment charge or a full write-off of our investment in the joint venture.

Current report

We have experienced similar challenges in the past with our joint venture in China, including instances where limited visibility and lack of reliable financial information led to a full write-off. A recurrence of such issues with our Chinese joint venture could materially and adversely affect our financial condition, results of operations, and investor confidence in our reporting integrity.

Current report

Our consolidation of the joint venture in China is based on board control rather than majority equity ownership, and changes in governance, regulation, or local enforcement could cause us to lose control or require deconsolidation.

Current report

As discussed in Note 18. Business Combination to our unaudited condensed consolidated financial statements, we consolidate our joint venture in China because we currently exercise control through our rights to a majority of the votes of the board of directors, and our ability to direct the joint venture’s key operating and financial policies. Our equity ownership in the joint venture, however, represents less than a majority of its outstanding equity interests.

Current report

Because our consolidation is based on governance and contractual rights rather than full equity control, there is no assurance that we will continue to have the ability to direct the activities that most significantly affect the joint ventures’ economic performance. Any changes in the joint venture’s governing documents, shareholder arrangements, local corporate law, or government interpretation of control could limit our decision-making authority or cause us to lose our ability to consolidate the entity under U.S. GAAP.

Current report

If we were required to deconsolidate the joint venture, we would record our remaining interest under the equity method or at fair value, which could result in a material gain or loss and would significantly reduce our reported revenues, assets, and liabilities. In addition, loss of control could impair our strategic position in the Chinese market and require us to reassess our local operating model.

Current report

Given the evolving nature of foreign ownership restrictions, corporate governance enforcement, and national security considerations in China, our continued ability to consolidate the joint venture cannot be assured, and any loss of control could materially and adversely affect our financial condition, results of operations, and disclosures in future periods.

Previous report

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

Previous report

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. Effective 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, received approval to sell GAP products, the resubmission and approval process had a significant impact on our revenue, financial performance, and overall profitability.

Previous report

Any new FCA-mandated suspension may materially impact our business, results of operations and financial condition, including reputational damage, and potential loss of clients and customer confidence. The FCA may request submission of certain documents including any formal confirmation of financial support. Any adverse findings, delays in responding, or inability to meet the FCA’s expectations could impact our regulatory standing in the U.K., affect the ability to operate in that jurisdiction, or result in reputational harm. These factors could have a material adverse effect on our business, financial condition, and results of operations.

Previous report

We are currently and may in the future become a party to litigation, which could result in damage to our reputation and harm our future results of operations.

Previous report

From time to time, we may become involved in legal proceedings or be subject to claims arising in the ordinary course of our business. For example, we are currently involved in litigation with Meteora, as described in Item 3 (Legal Proceedings) of the Annual Report filed with the SEC on June 26, 2025 (collectively, the “Meteora Litigation”). While we are seeking significant damages against Meteora, we may not prevail in the Meteora Litigation, and may have to pay damages to Meteora. In addition, litigation, including the Meteora Litigation, might result in substantial costs and may divert management’s attention and resources, which might harm our business, financial condition, and results of operations. While we believe that we can partially mitigate the risk and severity of exposure from these lawsuits through contractual provisions in certain of our agreements with insurance carriers, and carrying our own insurance that we believe is adequate to cover adverse claims arising from these lawsuits or similar lawsuits that may be brought against us, we may not have adequate contractual protection in all of our contracts and defending these and similar litigation is costly, diverts management from day-to-day operations, and could harm our brand and reputation. As a result, we may ultimately be subject to a damages judgment, which could be significant and exceed our insurance policy limits or otherwise be excluded from coverage.

Previous report

Regardless of the outcome of any future litigation, litigation can have an adverse impact on us because of defense and settlement costs, diversion of management resources, harm to our reputation, and other factors.

Previous report

Although our current business model is not directly reliant on the import or export of physical goods, recent trade policies and uncertainty related thereto, including with respect to tariffs and other restrictions, have created a dynamic and unpredictable trade landscape, which may indirectly adversely impact our business and operations. For example, many of our customers operate businesses that may be impacted by trade policies, which may result in decreased demand for our services or extended sales cycles as customers assess the impact of evolving trade policies on their operations and face increased costs or decreased revenue due to tariffs and trade restrictions.

Previous report

Trade disputes, trade restrictions, tariffs, and other political tensions between the U.S. and other countries may also exacerbate unfavorable macroeconomic conditions including inflationary pressures, foreign exchange volatility, financial market instability, and economic recessions or downturns, which may also negatively impact customer demand for our services, delay renewals or limit expansion opportunities with existing customers, limit our access to capital, or otherwise negatively impact our business and operations. Ongoing tariff and macroeconomic uncertainty may have and continue to contribute to volatility in the price of our Ordinary Shares.