Roadzen Inc.

Notes to the condensed consolidated financial statements (Unaudited)

(in US$, except per share count)

1. Reorganization and description of business

Roadzen Inc., a British Virgin Islands business company (the “Parent Company”, formerly known as Vahanna Tech Edge Acquisition I Corp; and sometimes referred to in this filing as “Vahanna”) has subsidiaries located in India, the United States, the United Kingdom, the Republic of Ireland and the People’s Republic of China. The Company is a leading Insurtech platform and provides solutions in relation to insurance products, including distribution, pre-inspection assistance, telematics, claims submission and administration, and roadside assistance.

On September 20, 2023 (the “Closing Date”), Vahanna, Roadzen, Inc., a Delaware corporation (“Roadzen (DE)”), and Vahanna Merger Sub Corp., a Delaware corporation and a direct, wholly owned subsidiary of Vahanna (“Merger Sub”), consummated the Business Combination (as defined below) pursuant to the Agreement and Plan of Merger, dated February 10, 2023, by and among Vahanna, Roadzen (DE) and Merger Sub, as amended by the First Amendment to the Agreement and Plan of Merger, dated June 29, 2023 (as so amended, the “Merger Agreement”). Pursuant to the terms of the Merger Agreement, Merger Sub merged with and into Roadzen (DE), with Roadzen (DE) surviving the merger as a wholly owned subsidiary of Vahanna (the “Merger,” and together with the other transactions contemplated by the Merger Agreement and the other agreements contemplated thereby, the “Business Combination”).

The consolidated financial statements include the accounts of Roadzen Inc. and its subsidiaries (collectively, “Roadzen” or the “Company”).

2. Summary of significant accounting policies

The accompanying unaudited condensed consolidated financial statements have been prepared in accordance with generally accepted accounting principles in the United States (“U.S. GAAP”) and the rules and regulations of the Securities and Exchange Commission (the “SEC”) and reflect the Parent Company’s accounts and operations and those of the Parent Company’s subsidiaries in which the Parent Company has a controlling financial interest. The accompanying consolidated financial statements reflect all adjustments that management considers necessary for a fair presentation of the results of operations for the periods presented.

All intercompany balances and transactions have been eliminated upon consolidation. When the Parent Company does not have a controlling interest in an investee but exerts significant influence over the investee, the Parent Company applies the equity method of accounting.

The accompanying consolidated financial statements have been prepared assuming the Company will continue as a going concern.

The Company has experienced operating losses in current and preceding periods. As of June 30, 2026 and 2025, the Company also had negative operating cash flows and negative working capital positions. These events, among others, raise substantial doubt over the Company’s ability to continue as a going concern for a reasonable period of time. The Company expects to have ongoing requirements for capital investment to implement its business plans to achieve revenue growth forecast, control operating costs, and meet cash flow requirements. The Company’s ability to continue as a going concern is dependent upon, among other things, the Company’s mitigation plan to (i) raise additional funds from existing or new credit facilities, (ii) receive funds by raising additional share capital and/or (iii) re-structure existing liabilities.

The Company has undertaken multiple initiatives to achieve these goals, including agreeing to convert certain liabilities into equity and working to restructure and convert other current liabilities into equity or long-term notes, including the recently executed amendment to extend its senior secured facility into long-term debt. The Company has also filed a shelf registration statement on Form S-3 with the SEC, under which it sold equity through a number of separate transactions, including most recently raising gross proceeds of $7,999,979 in May 2026, and is pursuing additional potential financing opportunities. The Company’s plans may change as a result of many factors currently unknown.

Based on the progress made to date – demonstrated by completed transactions, advanced negotiations, and investor commitments – management believes it has formulated and is executing a viable plan to obtain sufficient liquidity to meet obligations as they fall due over the next 12 months. As a result, management expects to alleviate the substantial doubt regarding the Company’s ability to continue as a going concern.

The consolidated financial statements do not include any adjustments relating to the recovery of the recorded assets or the classification of the liabilities that might be necessary if the Company is unable to continue as a going concern.

The preparation of the consolidated financial statements in conformity with U.S. GAAP requires management to make estimates and assumptions, which affect the reported amounts in the consolidated financial statements and accompanying notes. Estimates are based on historical experience, where applicable, and other assumptions which management believes are reasonable under the circumstances. On an ongoing basis, the Company evaluates its estimates and underlying assumptions, including those related to the allowance for accounts receivables, fair values of financial instruments, measurement of defined benefit obligations, impairment of non-financial assets, useful lives of property, plant and equipment and intangible assets, income taxes, certain deferred tax assets and tax liabilities, and other contingent liabilities. Although these estimates are inherently subject to judgment and actual results could differ from those estimates, management believes that the estimates used in the preparation of the consolidated financial statements are reasonable.

Estimates and underlying assumptions are reviewed on an ongoing basis. Revisions to accounting estimates are recognized in the period in which the estimates are revised and in any future periods affected.

A contract asset (unbilled revenue) is the right to receive consideration in exchange for goods or services transferred to the customer. When the Company satisfies its performance obligation by transferring goods or services to a customer before the customer pays consideration, or before payment becomes due, a contract asset is recognized for the earned consideration.

Contract liabilities consist of amounts paid by the Company’s customers for which the associated performance obligations have not been satisfied and revenue has not been recognized based on the Company’s revenue recognition criteria described above.

Contract liabilities are classified as current in the consolidated balance sheet when the revenue recognition associated with the related customer payments and invoicing is expected to occur within one year of the balance sheet date and as long-term when the revenue recognition associated with the related customer payments and invoicing is expected to occur in more than one year from the balance sheet date.

Cash and cash equivalents primarily represent cash balances in current bank accounts. The Company considers all short-term deposits with an original maturity of three months or less, when purchased, to be cash equivalents.

Restricted cash and cash equivalents are pledged as security for contractual arrangements. Restricted cash and cash equivalents are classified as current and noncurrent assets based on the term of the remaining restriction.

Financial instruments that potentially subject the Company to concentration of credit risk are reflected principally in cash and cash equivalents, investment in equity securities and accounts receivable. The Company places its cash and cash equivalents and funds with banks that have high credit ratings, limits the amount of credit exposure with any one bank and conducts ongoing evaluations of the creditworthiness of the corporations and banks with which it does business. The Company holds cash and cash equivalent concentrations in financial institutions around the world in excess of federally insured limits. The Company has not experienced any losses to date related to these concentrations.

Accounts receivable from contracts with customers are recorded at the invoiced amounts. The Company recognizes an allowance for credit losses in accordance with Accounting Standards Codification (“ASC”) 326 using the Current Expected Credit Loss (CECL) model. The allowance reflects management’s estimate of lifetime expected credit losses based on historical experience, current conditions, and reasonable and supportable forecasts.

The Company applies the aging method and the simplified approach permitted under ASC 326 for trade receivables. Receivables are evaluated on a collective basis, and loss rates are determined based on the aging of balances. Historical loss rates are updated periodically. Based on the Company’s assessment, historical loss experience continues to provide the most reliable basis for estimating expected credit losses.

Receivables are written off when they are deemed uncollectible, with the corresponding amount charged against the allowance for credit losses. Recoveries of amounts previously written off are recognized when received and recorded as a reduction to the provision for credit losses. The provision is presented within noninterest expense—general and administrative in the consolidated statements of operations and comprehensive income (loss).

Management reviews the allowance for credit losses regularly. Changes in estimates or assumptions, or updates to customer-specific facts and circumstances, may result in adjustments to the allowance in the period such changes occur.

Property and equipment represents the costs of furniture and fixtures, office and computer equipment, and leasehold improvements. Property and equipment cost also includes any costs necessarily incurred to bring assets to the condition and location necessary for its intended use. Property and equipment are stated at cost, less accumulated depreciation and impairment losses. Depreciation is calculated using declining balance method over the assets’ estimated useful lives as follows:

Leasehold improvements related to office facilities are depreciated over the shorter of the lease term or the estimated useful life of the improvement.

The Company reviews the remaining estimated useful lives of its property and equipment on an ongoing basis. Management is required to use judgment in determining the estimated useful lives of such assets. Changes in circumstances such as technological advances, changes to the Company’s business model, changes in the Company’s business strategy, or changes in the planned use of property and equipment could result in the actual useful lives differing from the Company’s current estimates. In cases where the Company determines that the estimated useful life of property and equipment should be shortened or extended, the Company would apply the new estimated useful life prospectively.

The Company reviews property and equipment for impairment when events or circumstances indicate the carrying amount may not be recoverable.

Costs of maintenance and repairs that do not improve or extend the lives of the respective assets are expensed as incurred. Upon retirement or sale, the cost and related accumulated depreciation are removed from the balance sheet and the resulting gain or loss is reflected in operating expenses.

The Company capitalizes costs incurred on its internal-use software during the application development stage as intangibles under development. Costs related to preliminary project activities and post implementation activities are expensed as incurred. Once the developed software is available for intended use, capitalization ceases, and the Company estimates the useful life of the asset and begins amortization.

Internal-use software is amortized on a straight-line basis over its estimated useful life, which is generally three years and up tofive.

The Company evaluates the useful lives of these assets on an annual basis and tests for impairment whenever events or changes in circumstances occur that could impact the recoverability of these assets.

The Company accounts for leases in accordance with ASC 842, “Leases” (“ASC 842”). The Company elected the “package of practical expedients,” which permits us not to reassess under ASC 842 our prior conclusions about lease identification, lease classification and initial direct costs. The Company made a policy election not to separate non-lease components from lease components, therefore, the Company accounts for lease and non-lease components as a single lease component. The Company also elected the short-term lease recognition exemption for all leases that qualify.

The Company determines if a contract contains a lease at inception of the arrangement based on whether the Company has the right to obtain substantially all of the economic benefits from the use of an identified asset and whether it has the right to direct the use of an identified asset in exchange for consideration, which relates to an asset which the Company does not own. Right of use (“ROU”) assets represent the Company’s right to use an underlying asset for the lease term and lease liabilities represent its obligation to make lease payments arising from the lease. ROU assets are recognized as the lease liability, adjusted for lease incentives received. Lease liabilities are recognized at the present value of the future lease payments at the lease commencement date. The interest rate used to determine the present value of the future lease payments is the Company’s incremental borrowing rate (“IBR”), because the interest rate implicit in most of its leases is not readily determinable. The IBR is a hypothetical rate based on our understanding of what the Company’s credit rating would be to borrow and resulting interest it would pay to borrow an amount equal to the lease payments in a similar economic environment over the lease term on a collateralized basis. Lease payments may be fixed or variable; however, only fixed payments or in-substance fixed payments are included in the Company’s lease liability calculation. Variable lease payments may include costs such as common area maintenance, utilities, real estate taxes or other costs. Variable lease payments are recognized in operating expenses in the period in which the obligation for those payments are incurred.

Operating leases are included in operating lease ROU assets, short-term operating lease liabilities, current and long-term operating lease liabilities, non-current on the Company’s consolidated balance sheets. Finance leases are included in property and equipment, net, accrued and other current liabilities, and other long-term liabilities on the Company’s consolidated balance sheets. For operating leases, lease expense is recognized on a straight-line basis in operations over the lease term. For finance leases, lease expense is recognized as depreciation and interest; depreciation on a straight-line basis over the lease term and interest using the effective interest method.

The Company holds financial instruments that are measured and disclosed at fair value. Fair value is determined in accordance with a fair value hierarchy that prioritizes the inputs and assumptions used, and the valuation techniques used to measure fair value. The three levels of the fair value hierarchy are described as follows:

The Company’s assessment of the significance of a particular input to the fair value measurement requires judgment and may affect the valuation of fair value assets and liabilities and their placement within the fair value hierarchy levels. The Company establishes the fair value of its assets and liabilities using the price that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants at the measurement date and established a fair value hierarchy based on the inputs used to measure fair value. The recorded amounts of certain financial instruments, including cash and cash equivalents, restricted cash and cash equivalents, accounts receivable, accounts payable, and accrued expenses and other liabilities approximate fair value due to their relatively short maturities.

The Company accounts for an acquisition as a business combination if the assets acquired and liabilities assumed in the transaction constitute a business in accordance with ASC Topic 805 “Business Combinations.” Such acquisitions are accounted using the acquisition method i.e., by recognizing the identifiable tangible and intangible assets acquired and liabilities assumed, and any non-controlling interest in the acquired business, measured at their acquisition date fair values. Where the set of assets acquired and liabilities assumed do not constitute a business, it is accounted for as an asset acquisition where the individual assets and liabilities are recorded at their respective relative fair values corresponding to the consideration transferred.

Where the set of assets acquired and liabilities assumed does not constitute a business as defined under ASC 805, the transaction is accounted for as an asset acquisition. In such cases, the Company allocates the purchase price to the individual identifiable assets acquired and liabilities assumed based on their relative fair values at the acquisition date. No goodwill is recognized in an asset acquisition. The assets recognized through the purchase price allocation are expected to provide economic benefits to the Company through future cash flows, cost efficiencies, or strategic advantages associated with the acquired assets. These assets are subsequently measured and amortized or depreciated in accordance with the Company’s accounting policies applicable to the respective asset classes.

Goodwill represents the excess of the purchase price over the fair value of net assets acquired in business acquisitions accounted for using the acquisition method of accounting and is not amortized. Goodwill is measured and tested for impairment on an annual basis in accordance with ASC 350, Intangibles - Goodwill and Other, or more frequently if an event occurs or circumstances change that would more likely than not reduce the fair value of a reporting unit below its carrying amount. Such events and changes may include: significant changes in performance related to expected operating results, significant changes in asset use, significant negative industry or economic trends, and changes in our business strategy.

The Company’s test for goodwill impairment starts with a qualitative assessment to determine whether it is necessary to perform the quantitative goodwill impairment test. If qualitative factors indicate that the fair value of the reporting unit is more likely than not less than its carrying amount, then a quantitative goodwill impairment test is performed. For the purposes of impairment testing, the Company determined that it has five reporting units.

The Company’s consolidated financial statements are reported in U.S. Dollars (“USD”), the Parent Company’s functional currency. The functional currency for the Company’s subsidiaries in India is the Indian Rupee (“INR”), the functional currency of the Company’s subsidiary in the United Kingdom is the British Pound Sterling (“GBP”), and the functional currency of the Company’s subsidiary in the People’s Republic of China is the Chinese Renminbi (“RMB”). The translation of the functional currency of the Company’s subsidiaries into USD is performed for balance sheet accounts using the exchange rates in effect as of the balance sheet date and for revenues and expense accounts using an average exchange rate prevailing during the respective period. The gains or losses resulting from such translation are reported as currency translation adjustments (“CTA”) under other comprehensive income/loss, or under accumulated other comprehensive income/loss as a separate component of equity.

Monetary assets and liabilities of the Company and its subsidiaries that are denominated in currencies other than the subsidiary’s functional currency are translated into their respective functional currency at the rates of exchange prevailing on the balance sheet date. Transactions of the Company and its subsidiaries that are denominated in currencies other than the subsidiary’s functional currency are translated into the respective functional currencies at the average exchange rate prevailing during the period of the transaction. The gains or losses resulting from foreign currency transactions are included in the consolidated statements of operations.

Contributions to defined contribution plans are charged to consolidated statements of operations in the period in which services are rendered by the covered employees. Current service costs for defined benefit plans are accrued in the period to which they relate. The liability from defined benefit plans is calculated annually by the Company using the projected unit credit method. Prior service cost, if any, resulting from an amendment to a plan is recognized and amortized over the remaining period of service of the covered employees.

The Company records annual amounts relating to its defined benefit plans based on calculations that incorporate various actuarial and other assumptions, including discount rates, mortality, future compensation increases and attrition rates. The Company reviews its assumptions on an annual basis and makes modifications to the assumptions based on current rates and trends when it is appropriate to do so. The effect of modifications to those assumptions is recorded in its entirety immediately. The Company believes that the assumptions utilized in recording its obligations under its plans are reasonable based on its experience and market conditions.

Inventories are stated at the lower of cost and net realizable value. Cost is determined using the first-in, first-out method (FIFO) for all inventories.

The Company accounts for income taxes using the asset and liability method, which requires the recognition of deferred tax assets and liabilities for the expected future tax consequences of events that have been recognized in the Company’s consolidated financial statements. In estimating future tax consequences, generally all expected future events other than enactments or changes in the tax law or rates are considered.

The Company accounts for uncertainty in tax positions recognized in the consolidated financial statements by recognizing a tax benefit from an uncertain tax position when it is more likely than not that the position will be sustained upon examination, including resolutions of any related appeals or litigation processes, based on the technical merits. Income tax positions must meet a more-likely-than-not recognition threshold at the effective date to be recognized.

Deferred tax assets and liabilities are recognized for future tax consequences attributable to differences between the financial statement carrying amounts of existing assets and liabilities and their tax bases and for all operating loss and tax credit carryforwards, if any. Deferred tax assets and liabilities are measured using enacted tax rates expected to apply to taxable income in the years in which those temporary differences are expected to be recovered or settled. The effect on deferred tax assets and liabilities of a change in tax laws or rates is recognized in the consolidated statement of income in the period that includes the enactment date. Deferred tax assets are reduced by a valuation allowance if, based on the weight of available evidence, it is more likely than not that some portion or all of the deferred tax assets will not be realized.

Future realization of deferred tax assets ultimately depends on the existence of sufficient taxable income of the appropriate character within the carryback or carryforward periods available under the applicable tax law.

The Company regularly reviews the deferred tax assets for recoverability based on historical taxable income, projected future taxable income, the expected timing of the reversals of existing temporary differences and tax planning strategies. The Company’s judgment regarding future profitability may change due to many factors, including future market conditions and the ability to successfully execute the business plans and/or tax planning strategies. Should there be a change in the ability to recover deferred tax assets, the Company’s income tax provision would increase or decrease in the period in which the assessment is changed.

Basic net loss per ordinary share is computed by dividing the net loss available to ordinary shareholders (the numerator) by the weighted average number of ordinary shares outstanding (the denominator) during the period. Diluted net loss per ordinary share is computed by dividing the net loss available to ordinary shareholders by the weighted average number of ordinary shares and potential ordinary shares outstanding when the impact is not antidilutive. Potential ordinary shares from stock options, unvested restricted stock units and ordinary share warrants are computed using the treasury stock method. Contingently issuable shares are included in basic net loss per share only when there is no circumstance under which those shares would not be issued. Shares issuable for little or no cash consideration shall be considered outstanding ordinary shares and included in the computations of basic and diluted net loss per share.

In connection with Vahanna’s initial public offering in 2021,10,004,994 public warrants were issued (the “Public Warrants”) and 9,152,087 warrants were issued in a private placement (the “Private Placement Warrants”). Both Public Warrants and Private Placement Warrants remained outstanding and became warrants to purchase Ordinary Shares in the Parent Company upon the close of the Business Combination. During the quarter ended December 31, 2025 the Company registered the Private Placement Warrants and Ordinary Shares underlying them, thereby removing all restrictions on the Private Placement Warrants. As a result, the Company is no longer differentiating between the Public and Private Placement Warrants and only uses the term Public Warrants.

The Public Warrants are not accounted for as liabilities. The Public Warrants will not be adjusted for issuances of the Company’s ordinary shares, par value $0.0001 per share (“Ordinary Shares”) at a price below its exercise price. Additionally, in no event will the Company be required to net cash settle the Public Warrants.

See Note 15 for further information regarding the fair value of the Public Warrants.

Mutual Fund

These investments are classified as available-for-sale securities and are measured at fair value based on quoted market prices in accordance with ASC 320 and ASC 820.

Equity securities

Equity investments with a readily determinable fair value, other than equity method investments, are measured at fair value with changes in fair value recognized in the consolidated statements of operations. Equity investments without a readily determinable fair value, are measured at cost, less any impairment.

Liabilities for loss contingencies arising from claims, assessments, litigation, fines, and penalties and other sources are recorded when it is probable that a liability has been incurred and the amount can be reasonably estimated. Legal costs incurred in connection with loss contingencies are expensed as incurred. Recoveries of environmental remediation costs from third parties that are probable of realization are separately recorded as assets and are not offset against the related environmental liability.

Revenues consist primarily of revenue from:

The Company recognizes revenue at the time of transfer of promised goods or services to customers in an amount that reflects the consideration to which the Company expects to be entitled in exchange for those goods or services. Revenues cannot be recognized until the performance obligation(s) are satisfied and control is transferred to the customer.

Income from distribution of insurance policies:

Insurance policy distribution and brokerage income:

The Company enters into contracts with insurance companies for the purpose of distributing insurance products to end consumers. The Company’s performance obligation under these contracts is to sell insurance policies to earn commissions, brokerage and other fees. Revenue from distribution services is recognized at a point in time when the related services are rendered as per the terms of the agreement with customers. Revenue is disclosed net of the Goods and Service tax charged on such services.

Distribution fee from underwriting and pricing:

The Company enters into contracts with insurance companies for the purpose of underwriting insurance products for the automotive segment including its pricing on behalf of insurers. The risk of underwriting the insurance contract is covered by the insurer and thus the Company is considered as an agent for the purpose of recognizing revenue. The Company’s performance obligation under these contracts is to underwrite and price the policies. The Company generates underwriting fees termed as Managing General Agent fees (MGA fees) on provision of those services. The underwriting fees are determined as a percentage of net insurance premiums payable to the insurer (net of all commissions, royalties, and administration fees). Revenue from underwriting and pricing is recognized upfront based on the point in time i.e., at the time the policy is issued to the customer.

IaaS platform enabled services:

Roadside assistance and extended warranty income:

The Company enters into contracts with insurance companies and other subscribers in order to provide roadside assistance services and extended warranty services to their policyholders/subscribers. The Company’s performance obligation under these contracts is to provide roadside assistance and extended warranty services as a stand ready obligation. The Company is the primary obligor in these transactions and has latitude in establishing prices and selecting and contracting with suppliers, and is accordingly considered as principal for the purpose of recognizing gross revenue. Revenue from roadside assistance is recorded both at the time of completion of service and in some cases it is recorded over the tenure of the contract. Revenue from extended warranty services is recorded over the tenure of contract.

Inspection income:

The Company enters into contracts with insurance companies to inspect vehicles for accident claims made by their policyholders. The Company’s performance obligation under these contracts is to inspect and assist in assessing claims for and on behalf of the customers, i.e. the insurance companies. The Company engages with multiple vendors to provide these services in different geographies. The Company is the primary obligor in the transaction and has latitude in establishing prices, and selecting and contracting with suppliers, and is accordingly considered as principal for the purpose of recognizing revenue. Revenue from inspection and risk assessment is recorded when the inspections are conducted.

Administration fee from insurance support and service plan administration:

The Company enters into contracts with insurance companies and OEMs to provide insurance support and service plan administration, including premium collection, policy administration, claims processing, customer support, and warranty program management. These services represent a single stand-ready performance obligation that is satisfied over time, with revenue recognized ratably over the contract term (typically one to seven years) as services are continuously provided. The Company acts solely as an agent on behalf of insurers and OEMs, with the underlying insurance and warranty obligations remaining with the principals. Accordingly, the Company recognizes only the administration or management fees it retains as revenue, while claims-related activities are performed as part of its administrative services and do not represent separate performance obligations.

Claims revenue from repairs

The Company enters into contracts with garages primarily for the facilitation of vehicle repairs and the administration of insurance claim processes on behalf of its customers. The Company’s performance obligation under these arrangements is to administer and coordinate the vehicle repair process and to facilitate the submission and processing of related claims. The Company controls the entire end to end process of claims before the repaired vehicle is transferred to the customer. Revenue arising from claims on vehicle repair services is recognized at a point in time, upon completion of the vehicle repair, which is the point at which the performance obligation is considered satisfied. The Company also earns commissions from on-boarding new garages.

Software development services

Arrangements with customers for software development services are either on a fixed-price, fixed-timeframe or time-based.

Revenue on time-based service contracts are recognized as the related services are performed and the customers are billed based on the actual time incurred by personnel allocated at contractual billing rates. Revenue from the end of the last invoicing to the reporting date is recognized as accrued income. Revenue from fixed-price and fixed-timeframe contracts, where the performance obligations are satisfied over time, revenue is recognized as and when the milestones are satisfied.

Subscription to software

Revenue is recognized on a straight-line basis over the contractual subscription period. For the Upfront fees or One time usage revenue is recognized at the point of sale.

DrivebuddyAI

Revenue is recognized to the extent it is probable that the future economic benefits will flow to the Company and revenue can be reliably measured. Revenue from operations is recognized in the statement of Profit and Loss on an accrual basis as state below:

Income from trading of spare parts

Revenue from the sale of spare parts is recognized at a point in time when control of the parts is transferred to the customer, which is generally upon dispatch or delivery of the goods depending on the shipping terms. Revenue is measured based on the consideration specified in a contract with a customer, net of returns and trade discounts.

Fleet damage protection and administration revenue

The Company enters into contracts with distributors for the provision of damage protection and administration programs to their customers. The Company’s performance obligation is to design and structure the program and place the related coverage, together with preparing supporting documentation. Revenue arising from program fees is recognized at a point in time at the inception of coverage.

Below is a brief description of the components of the Company’s expenses:

i. Cost of services

The cost of services for the Company’s distribution business includes employee related expenses directly involved in generating and servicing revenue and other direct expenses related to facilities.

For the Company’s IaaS platform-based services cost of revenue primarily consists of direct costs incurred for delivering the services to customers and the cost of onsite engineering support for roadside assistance, employee related expenses, risk assessment expenses and other direct expenses. Amounts incurred towards vendors/suppliers for inspections and roadside assistance also form part of direct cost. Cost of services also includes cost of telematics devices sold through different subscription or upfront sale models.

Cost of services are recognized as they are incurred.

ii. Sales and marketing

Sales expenses include costs related to brokerage income which is derived from sale of insurance policies such as broker expenses, cost of sales, promotion expense, and travel and entertainment expenses. Broker expense is the compensation paid to our channel partners when an insurance policy is written through a broker relationship. This function also includes expenses incurred directly or indirectly for selling and marketing a product or service and costs spent on/by personnel employed under the sales or marketing departments and share based compensation expenses. These expenses also include marketing efforts made by the Company to expand its market reach for distributing insurance policies. The expenses include advertisements through different mediums to reach end customers of insurance policies to enhance awareness and educate end customers.

iii. General and administrative expenses

General and administrative expenses include personnel costs for corporate, finance, legal and other support staff, including bonus and share based compensation expenses, professional fees, allowance for doubtful accounts and other corporate expenses.

iv. Research and development expense

Research and development expense consists of personnel costs incurred by the technology development team, subscription costs and other costs associated with ongoing improvements to and maintenance of internally developed software, share based compensation expenses and allocation of certain corporate costs.

The Company is an “emerging growth company,” as defined in Section 2(a) of the Securities Act of 1933, as amended (the “Securities Act”), as modified by the Jumpstart Our Business Startups Act of 2012 (the “JOBS Act”). The JOBS Act provides that an emerging growth company can take advantage of an extended transition period for complying with new or revised accounting standards. Thus, an emerging growth company can delay the adoption of certain accounting standards until those standards would otherwise apply to private companies. The Company has elected to take advantage of the extended transition period to comply with new or revised accounting standards and to adopt certain of the reduced disclosure requirements available to emerging growth companies. As a result of the accounting standards election, the Company will not be subject to the same implementation timeline for new or revised accounting standards as other public companies that are not emerging growth companies which may make comparison of the Company’s financial statements to those of other public companies more difficult.

There are no other new accounting standards identified and not yet implemented that are expected to have a material effect on the Company’s consolidated financial statements.

In June 2022, the FASB issued ASU 2022-03, “Fair Value Measurement (Topic 820): Fair Value Measurement of Equity Securities Subject to Contractual Sale Restrictions,” which (1) clarifies the guidance in Topic 820, Fair Value Measurement, when measuring the fair value of an equity security subject to contractual restrictions that prohibit the sale of an equity security, (2) amends a related illustrative example, and (3) introduces new disclosure requirements for equity securities subject to contractual sale restrictions that are measured at fair value in accordance with Topic 820. The Company adopted ASU 2022-03 effective April 1, 2025 on a prospective basis. The adoption of this guidance did not have a material impact on the Company’s consolidated financial statements.

3. Cash, cash equivalents and restricted cash

4. Accounts receivables, net

The following table provides details of the Company’s allowance for credit accounts:

5. Prepayments and other current assets

On August 25, 2023, the Company entered into an agreement with (i) Meteora Capital Partners, LP (“MCP”), (ii) Meteora Select Trading Opportunities Master, LP (“MSTO”), and (iii) Meteora Strategic Capital, LLC (“MSC” and, collectively with MCP and MSTO, “Seller” or “Meteora”) (the “Forward Purchase Agreement” or “FPA”) for OTC Equity Prepaid Forward Transactions.

The FPA represented the recognition of the cash payments to the Seller of $42.11 million (including prepayment of $42.06 million and the reimbursable transaction cost of $0.05 million) and the FPA with regard to 3,204,407 shares (recycled shares) and 702,255 shares (FPA subscription shares). The fair value of the FPA was initially comprised of the Prepayment Amount (as defined in the FPA, $42.11 million), reduced by the economics of the downside provided to the Sellers ($35.31 million) and the estimated consideration payment at the Cash Settlement Payment Date (as defined in the FPA, $0.9 million).

During the quarter ended June 30, 2026, the Company recorded a non-cash write-down of approximately $5.9 million with respect to the FPA-related prepaid asset, reducing its carrying value from approximately $6.8 million to $914,726.53 as of June 30, 2026 and reclassifying it as Other Receivables.

A contractual dispute arose between the Company and the Seller regarding alleged breaches of the terms of the FPA. In April 2025, the Company initiated legal proceedings against the Seller, citing that despite negotiated safeguards, Meteora sold shares without honoring its payment obligations or providing the required notices under the FPA. The Seller subsequently filed a counterclaim, alleging breach of contract by the Company on the grounds of non-registration of FPA subscription shares. The dispute includes disagreement over the number of outstanding shares held by the Seller as reported by the Company versus those disclosed in the Seller’s filing of Schedule 13G/A with the Securities and Exchange Commission, and the termination date of the FPA. On July 9, 2026, the United States District Court dismissed the Company’s affirmative claims against the Seller, and the Company is prosecuting an appeal of that order to the United States Court of Appeals for the Second Circuit. In addition, the Company is a defendant in a related action pending in the Court of Chancery of the State of Delaware. These matters, and the Company’s assessment of the related loss contingency, are more fully described in Note 21, “Commitments and contingencies,” and in Part II, Item 1, “Legal Proceedings.”

6. Property and equipment, net

The components of property and equipment, net were as follows:

For the quarter ended June 30, 2026, the Company did not capitalize any property and equipment. For the year ended March 31, 2026, the Company capitalized property and equipment totaling $324,519.

Depreciation expense on property and equipment amounted to $160,397 and $449,030 for the quarter ended June 30, 2026 and the fiscal year ended March 31, 2026, respectively, of which $14,532 and $45,763, respectively, are related to computers.

7. Intangible assets, net

For the year ended March 31, 2026, the Company had not derecognized any intangible assets.

The Company conducted a qualitative assessment of its intangible assets and concluded that it is more likely than not that the carrying amount of the acquired entities does not exceed their fair value. As such, no impairment was recorded.

The estimated amortization schedule for the Company’s intangible assets for future periods is set out below:

8. Other long-term assets

9. Accounts payable and accrued expenses

10. Other current liabilities

Other current liabilities consist of the following:

11. Derivative warrant liabilities

Fair valuation of warrants issued to lenders as a part of a senior secured note agreement entered into between Roadzen (DE) and Mizuho Securities USA LLC (“Mizuho”) on June 30, 2023 (“Issuance Date”) as administrative agent. Each warrant grants the holder the right to purchase one Ordinary Share of the Company at an exercise price of $0.001 with a cashless settlement option where the difference between the exercise price and the market price would be paid to the warrant holder in the form of Ordinary Shares. Since the Company has warrants traded under the symbol RDZNW, market price method was used to compute the fair market value on the reporting date. The warrants issued are recognized as derivative liabilities and were initially measured using the Black-Scholes model and are subsequently remeasured at each reporting period with changes recorded in consolidated statements of operation. On May 14, 2024, as required by the terms of the senior secured notes agreement, the Company issued to Mizuho a warrant to purchase 1,432,517 Ordinary Shares at an exercise price of $0.001 per share. The fair value of the warrants issued to Mizuho amounts to $2,244,145 as of June 30, 2026.

In connection with the Amendment No. 2 to the senior secured notes, on February 28, 2025, the Company issued to Mizuho an amended and restated warrant to purchase an additional 104,566 Ordinary Shares at an exercise price of $0.001 per share, increasing the total warrant coverage to 1,537,083 Ordinary Shares at an exercise price of $0.001 per share.

The assumptions used in calculating estimated fair value of the Mizuho warrants as of June 30, 2026 is as follows:

Pursuant to the terms of a securities purchase agreement entered into on March 28, 2024 among the Company, Ms. Supurna VedBrat and Krishnan-Shah Family Partners, LP (the “March 2024 SPA”), the Company issued on April 22, 2024 warrants to purchase 50,000 Ordinary Shares to Krishnan-Shah Family Partners, LP, warrants to purchase 50,000 Ordinary Shares to Ms. VedBrat on June 20, 2024, and warrants to purchase an additional 50,000 Ordinary Shares to Ms. VedBrat on October 27, 2024 (such warrants collectively the “March 2024 SPA Warrants”). Each March 2024 SPA Warrant is exercisable at any time during the period commencing on March 28, 2025 (or earlier under certain circumstances described in the March 2024 SPA Warrants) (as applicable, 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 volume weighted average price (the “VWAP”) of the Ordinary Shares, as reported on the relevant market or exchange, over the 60 trading days subsequent to the first loan funding pursuant to the March 2024 SPA, (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. Ms. VedBrat is a director of the Company. Ajay Shah and his wife, are trustees of the general partner of the Krishnan-Shah Family Partners, LP; Mr. Shah served as a director of the Company at the time the March 2024 SPA was entered into until his resignation in March 2026. The fair value of the warrants issued to Supurna VedBrat and Krishnan-Shah Family Partners, LP amounted to $178,500 as of June 30, 2026.

The assumptions used in calculating estimated fair value of the March 2024 SPA Warrants due as of June 30, 2026 is as follows:

12. Borrowings

The above loans are vehicle loans and secured by way of hypothecation against the vehicle for which each loan is granted.

The Company has not honored the repayment of the above debentures as on the original maturity date, but has obtained an extension from the lender up to August 15, 2026. During the quarter ended June 30, 2026, the Company repaid a total of $105,454 towards its secured debentures. However, due to the absence of repayment information by debenture, management is unable to identify the specific series of debentures to which the repayments relate. Accordingly, the closing outstanding balance of $323,275 has been disclosed on an aggregate basis for all secured debenture series.

The debentures are secured by a subordinated lien on intellectual property, current assets and movable property and equipment of certain material foreign subsidiaries.

During the quarter ended June 30, 2026, the Company had outstanding $1.10 million unsecured convertible debentures to different parties which had a maturity date of December 15, 2025. The instruments have an interest rate of 13% per annum.

Subsequent to June 30, 2026, one of the parties agreed to exchange its two debentures, with an aggregate principal amount of $0.6 million along with all accrued interest as of June 30, 2026, for $2.50 per Ordinary Share. As of June 30, 2026, the Company has not honored the repayment of the remaining unsecured convertible debenture, and no conversion option has been exercised.

Redemption/Conversion On Maturity

If any amount of principal or interest under the unsecured convertible debentures remain outstanding on the maturity date, the Company is required to repay the principal together with payment of accrued interest.

Optional Conversion

The unpaid principal amount of these debentures (together with all accrued but unpaid interest thereon) shall be convertible, in whole or in part, at the option of the holders at any time prior to the payment in full of the principal amount of these debentures, into such number of Ordinary Shares as is determined by dividing the principal amount of the Debenture so converted (together with all accrued but unpaid interest thereon) by the conversion price of $8.50, determined by the greater of (i) the volume-weighted average price of the Ordinary Shares for the thirty (30) trading day period immediately preceding December 15, 2024 and (ii)85% of the conversion price then in effect, resulting in an optional conversion into 150,995 Ordinary Shares.

Mandatory Conversion by the Company

If at any time after the original issuance date, of the closing price of the Ordinary Shares for any 20 trading days within a consecutive 30 trading day-period exceeding 130% of the then-applicable conversion price, then the Company shall thereafter have the right, at any time upon written notice to the holder, to convert the unpaid principal amount of the debenture (together with all accrued but unpaid interest thereon) into such number of shares of fully paid and non-assessable Ordinary Shares as is determined by dividing the principal amount of the debenture (together with all accrued but unpaid interest thereon) by the conversion price.

Warrants Entitlement

The Company has agreed to issue the warrants to the debenture holders within 90 days of the closing of the securities purchase agreement. The warrants shall be equivalent to the 10% of the original principal balance of the notes. The exercise price of the warrants shall be eight dollars and fifty cents ($8.50) per share. The warrants shall expire five (5) years after issuance.

During the year ended March 31, 2026, the Company entered into a securities purchase agreement with an institutional investor pursuant to which it issued junior convertible notes with an aggregate principal amount of $5.56 million, for gross proceeds of $5.0 million, before fees and other expenses. The notes were issued on November 21, 2025 pursuant to a registered public offering (the “November 2025 Notes”).

The November 2025 Notes have a contractual maturity of 18 months from the date of issuance and bear interest at a rate of 14% per annum, increasing to 18% per annum upon the occurrence and during the continuation of an event of default. A portion of the principal amount of $0.93 million, together with accrued but unpaid interest, is payable in quarterly installments, commencing three months from the date of issuance.

The November 2025 Notes are convertible at the option of the holders, in whole or in part, at any time, into Ordinary Shares at an initial conversion price of $2.25 per share, subject to customary anti-dilution adjustments and beneficial ownership limitations. The Company may redeem all or any portion of the outstanding November 2025 Notes upon written notice by paying the outstanding principal amount together with accrued interest and a make-whole amount, as defined in the note agreement. Upon the occurrence of an event of default, the holders may require redemption of the November 2025 Notes or elect conversion at the applicable default conversion price.

On January 8, 2026, the institutional investor elected to convert a principal amount of $100,000.00 of November 2025 Notes, plus the related aggregate accrued and unpaid interest and Make-Whole Amount of $120,715.22 into 98,096 Ordinary Shares.

The fair valuation of the November 2025 Notes as of June 30, 2026 was $7,092,463.

During the quarter ended March 31, 2026, the Company entered into a securities purchase agreement with the same institutional investor pursuant to which it issued junior convertible notes with an aggregate principal amount of $5.56 million, for gross proceeds of $5.0 million, before fees and other expenses. The notes were issued on January 20, 2026 pursuant to a registered public offering (the “January 2026 Notes”).

The January 2026 Notes have a contractual maturity of approximately 17 months from the date of issuance, maturing on June 20, 2027, and bear interest at a rate of 14% per annum, increasing to 18% per annum upon the occurrence and during the continuation of an event of default. A portion of the principal amount of $0.93 million, together with accrued but unpaid interest, is payable in quarterly installments, commencing three months from the date of issuance.

The January 2026 Notes are convertible at the option of the holders, in whole or in part, at any time, into Ordinary Shares at an initial conversion price of $3.50 per share, subject to customary anti-dilution adjustments and beneficial ownership limitations. In connection with this issuance, the Company and the investor amended the November 2025 Notes to add cross-default provisions and certain covenants consistent with the terms of the new notes, and include covenants that limit the Company’s ability to incur additional indebtedness or certain equity or equity-linked securities while the Notes are outstanding.

The fair valuation of the January 2026 Notes as of June 30, 2026 was $6,002,901.

As of June 30, 2026, the fair value of the November 2025 and January 2026 Notes was estimated using appropriate valuation techniques with key assumptions as follows:

During the quarter ended June 30, 2023, the Company (through Roadzen (DE)) entered into a $7.5 million senior secured note purchase agreement with Mizuho Securities USA LLC as lender and administrative agent, which originally had a maturity date of June 30, 2024. In connection with this facility, on May 14, 2024, and as required under the terms of the agreement, the Company issued to the lender warrants to purchase 1,432,517 Ordinary Shares at an exercise price of $0.001 per share.

On July 26, 2024, the Company entered into Amendment No. 1 to the senior secured notes, providing for an additional $4.0 million in principal, bringing the total principal amount to $11.5 million, and extending the maturity date to December 31, 2024. The amended notes otherwise maintained all original terms, including a 15% per annum interest rate, without the requirement for any additional warrants.

On February 28, 2025, the Company entered into Amendment No. 2 to the senior secured notes, which (i) extended the maturity date of the $11.5 million in outstanding principal from December 31, 2024 to December 31, 2025, and (ii) provided for the joinder of Roadzen (DE) as an additional guarantor under the facility. No additional principal was advanced under Amendment No. 2, and the aggregate outstanding principal was confirmed at $11.5 million. In connection with the amendment, the Company issued to the lender an amended and restated warrant to purchase an additional 104,566 Ordinary Shares at an exercise price of $0.001 per share, increasing the total warrant coverage to 1,537,083 Ordinary Shares at an exercise price of $0.001 per share; this amended and restated warrant amends, restates and supersedes in its entirety the original warrant for 1,432,517 Ordinary Shares issued on May 14, 2024. The Company also granted the lender registration rights with respect to the resale of the ordinary shares issuable upon exercise of the warrant. The interest rate and other principal terms of the notes were otherwise unchanged.

On June 26, 2026, the Company entered into Amendment to the senior secured notes with Mizuho Securities USA LLC, which extended the maturity date of the $11.5 million in outstanding principal from December 31, 2025 to July 7, 2027. No additional principal was advanced under the new Amendment, and the interest rate and other principal terms of the notes were otherwise unchanged.

**f)**As of June 30, 2026, the aggregate maturities of long-term borrowings are as follows:

1. Promissory Note

As the accounting acquirer Roadzen (DE) assumed a promissory note amounting to $2.7 million, issued at a discount of 10% which was obtained to finance transaction costs in connection with the Business Combination. The promissory note is not convertible, and accrues interest at the rate of 20% per annum and was due and payable upon the earlier of the date on which the Company consummates its Business Combination or the date of the liquidation of the Company. During the quarter ended December 31, 2025, an aggregate amount of $250,000 of principal and $136,959 of accrued interest under the promissory note was settled through issuance of 309,567 Ordinary Shares of the Company. Following such settlement, the outstanding balance of the promissory note was reduced accordingly.

On February 28, 2026, the Company entered into an Agreement for Mutual Set-Off, Waiver, and Release of Obligations between Roadzen, Inc. (DE) and the Parent. Pursuant to the agreement, obligations totaling $1,127,689 (including accrued interest) under the promissory note were discharged by way of mutual set-off against advance receivables of $645,000 previously funded by Roadzen (DE) to the original note purchaser through intermediaries, together with the related original issue discount of $64,500 and accrued compounded interest of $418,189. The outstanding balance of the promissory note (including interest) was reduced by $1,127,689. The net outstanding payable of the original note of $2.7 million as of June 30, 2026 is $1,742,834.

Additionally, Roadzen (DE) also assumed a convertible promissory note amounting to $1.03 million which was obtained to finance transaction costs in connection with the Business Combination. The convertible promissory note is a non interest-bearing instrument and payable upon the consummation of a Business Combination or may be convertible into warrants of the post-Business Combination entity at a price of $1.00 per warrant at the holder’s discretion. The warrants would be identical to the Public Warrants described in note 15.

The Company has not honored repayment of these promissory notes on their due dates.

2. Senior Notes

During the quarter ended March 31, 2024 and June 30, 2024 the Company issued three $0.5 million notes totaling $1.5 million at an interest rate of 17.5% and maturing on the sixth month anniversary of each note’s funding, although failure to pay the principal and accrued interest by that date does not constitute an event of default, increasing two percentage points each month thereafter to a maximum of 29.5%. During the quarter ended December 31, 2025, the Company paid off one note in full, as well as the principal on a second note. During the quarter ended June 30, 2026, the Company paid off the full accrued interest on the second note, thereby leaving one note outstanding with a principal balance of $0.6 million (inclusive of $0.1 million of accrued interest reset into the principal).

3. Junior Business Loan

On November 12, 2025 Roadzen (DE) entered into a Junior Business Loan and Security Agreement with Agile Lending, LLC (“Agile”) for a principal amount of $3.0 million, refinancing and replacing the previous Junior Business Loan and Security Agreement entered into by National Automobile Club, Inc. (“NAC”) on August 7, 2025. The loan is secured by a continuing security interest in Roadzen (DE)’s assets, including its accounts, equipment, inventory, general intangibles, and deposit accounts, together with all proceeds thereof, as defined in the agreement. The loan carries an effective payment multiplier of 1.42, inclusive of all interest and fees, is repayable in weekly installments and matured 36 weeks from the effective date, on July 22, 2026. The loan has been fully repaid as of June 30, 2026

On March 18, 2026, the Company entered into an additional Junior Business Loan and Security Agreement with Agile for a principal amount of $2,625,000. The loan is secured by a continuing security interest in substantially all of the assets of the borrowers, including accounts, equipment, inventory, general intangibles (including intellectual property), deposit accounts and the proceeds thereof, on a junior basis, as defined in the agreement. The loan carries an effective payment multiplier of 1.42, inclusive of all interest and fees, is repayable in weekly installments, and matures 36 weeks from the effective date, on November 24, 2026.

On June 15, 2026, the Company entered into another Junior Business Loan and Security Agreement with Agile as lead lender and Agile Capital Funding, LLC as collateral agent, for a principal loan amount of $1,800,000. The loan was funded net of an administrative agent fee of $90,000 and repayment of $690,899.90 owed under a prior facility, resulting in net proceeds to the Company of $1,019,100.10. The loan is repayable in 40 equal weekly installments of $63,900, commencing June 23, 2026, with a maturity date 40 weeks from the effective date (March 23, 2027). The total repayment amount, including all interest and fees, is $2,556,000, reflecting a payment multiplier of 1.42x on the principal amount.

On June 18, 2026, the Company entered into a further Junior Business Loan and Security Agreement with Agile as lead lender and Agile Capital Funding, LLC as collateral agent, for a principal loan amount of $635,000. The loan was funded net of an administrative agent fee of $135,000, resulting in net proceeds to the Company of $500,000. The loan is repayable via a $600,000 payment due December 15, 2026, followed by three monthly installments of $41,300, with a maturity date 9 months from the effective date. The total repayment amount, including all interest and fees, is $723,900, reflecting a payment multiplier of 1.14x on the principal amount.

13. Other long-term liabilities

14. Ordinary Shares

As of June 30, 2026, the Company was authorized to issue 220,000,000 Ordinary Shares.

The holders of Ordinary Shares are entitled to receive dividends as declared from time to time and are entitled to one vote per share at meetings of the Company. In the event of liquidation, the holders of Ordinary Shares are eligible to receive an equal share in the distribution of the surplus assets of the Company based on their percent of ownership.

As of June 30, 2026 and March 31, 2026, the Company’s Ordinary Shares outstanding were 84,598,480 and 79,695,672, respectively.

The following table summarizes the Company’s Ordinary Shares reserved for future issuance on an as-converted basis:

15. Warrants

In connection with Vahanna’s initial public offering in 2021,10,004,994 Public Warrants and 9,152,087 Private Placement Warrants were issued. Both Public Warrants and Private Placement Warrants remained outstanding and became warrants to purchase Ordinary Shares in the Company upon the close of the Business Combination. During the quarter ended December 31, 2025 the Company registered the Private Placement Warrants and Ordinary Shares underlying them, thereby removing all restrictions on the Private Placement Warrants. As a result, the Company is no longer differentiating between the Public and Private Placement Warrants and only uses the term Public Warrants.

As of June 30, 2026, there were 19,157,081 Public Warrants outstanding. No fractional shares will be issued upon exercise of the Public Warrants. Each whole warrant entitles the registered holder to purchase one Ordinary Share at a price of $11.50 per share. The Public Warrants became exercisable as of October 20, 2023. The warrants expire five years from the Business Combination or earlier upon redemption or liquidation.

The Company may redeem the outstanding Public Warrants:

If the Company calls the Public Warrants for redemption, as described above, its management will have the option to require any holder that wishes to exercise the Public Warrants to do so on a “cashless basis,” as described in the warrant agreement. The exercise price and number of Ordinary Shares issuable upon exercise of the Public Warrants may be adjusted in certain circumstances including in the event of a share dividend, extraordinary dividend or recapitalization, reorganization, merger or consolidation. However, the Public Warrants will not be adjusted for issuances of Ordinary Shares at a price below its exercise price. Additionally, in no event will the Company be required to net cash settle the Public Warrants.

As required by the terms of the March 2024 SPA, the Company issued the March 2024 SPA Warrants, including warrants to purchase 50,000 Ordinary Shares to Krishnan-Shah Family Partners, LP, on June 20, 2024, and warrants to purchase 50,000 Ordinary Shares to Ms. VedBrat on each of June 20, 2024 and October 20, 2024.

On May 14, 2024, as required by the terms of the senior secured notes agreement entered with Mizuho in June 30, 2023, the Company has issued to Mizuho a warrant to purchase 1,537,086 Ordinary Shares at an exercise price of $0.001 per share (the “Mizuho Warrants”).

On December 15, 2024 the Company entered into an underwriting agreement with ThinkEquity LLC and as required by the terms of this agreement, the Company issued warrants to purchase 115,000 shares of the Company at an exercise price of $1.5625 per share (the “Dec ThinkEquity Warrants”).

On January 3, 2025 the Company entered into a placement agency agreement with ThinkEquity LLC and as required by the terms of this agreement, the Company issued warrants to purchase 111,115 Ordinary Shares at an exercise price of $2.8125 per share (the “Jan ThinkEquity Warrants”).

As of June 30, 2026, there were 150,000 March 2024 SPA Warrants,1,537,086 Mizuho Warrants,115,000 Dec ThinkEquity Warrants and 111,115 Jan ThinkEquity Warrants outstanding.

16. Revenue

The following table summarizes revenue by the Company’s service offerings:

There were three customers that individually represented 11%,8% and 8% of the Company’s revenue for the period ended June 30, 2026 and one customer individually represented 14% of the Company’s accounts receivable balance as of June 30, 2026.

There were three customers that individually represented 13%,10% and 8% of the Company’s revenue for the period ended March 31, 2026 and one customer individually represented 8% of the Company’s accounts receivable balance as of March 31,2026.

Contract balances

The following table provides information about receivables and contract liabilities from contracts with customers:

The Company records deferred revenues when cash payments are received or due in advance of Company’s performance. Deferred revenues primarily relate to commission and distribution income and insurance as a service. The amount of revenue recognized for the period ended June 30, 2026 that was included in the deferred revenue balance as of March 31, 2026 was $7,360,608.

Contract assets represent a conditional right to consideration for satisfied performance obligations that become a receivable when the conditions are satisfied. Contract assets are generated when contractual billing schedules differ from the timing of revenue recognition or cash collection and are included in “prepayments and other current assets” in the consolidated balance sheets which will be billed in the month subsequent to the period in which performance obligations were satisfied.

The following table provides information about the geographical segregation of the revenue of the Company:

17 Business combinations

a) Daokang (Beijing) Data Science Company Ltd.

Roadzen (DE) entered into a joint venture with WI Harper VIII LLP and Shangrao Langtai Daokang Information Technology Co. Ltd. (“Daokang”) in July 2017, whereby Roadzen (DE) invested $2,500,030 in exchange for a 34.5% equity stake in Daokang. As the Company could not previously obtain reliable, adequate financial information, Daokang was fully impaired as of March 31, 2025 and now reinstated its fair valuation after an additional investment of $1 million into Daokang by the Company.

During the quarter ended September 30, 2025, and effective April 1, 2025, Roadzen (BVI) and the other shareholders and directors of Daokang agreed to reaffirm Roadzen’s board, governance and management control, including one additional tiebreaking vote in the event of a deadlock, and sole authority to designate Daokang’s Chief Executive Officer who reports directly to the chairman of the board representing Roadzen, Inc. As a result, the Company received the required financial information from Daokang, thereby enabling it to consolidate Daokang’s financial results in the Company’s consolidated financial statements retroactive to April 1, 2025. Daokang represents, and is expected to continue to represent, less than 10% of the Company’s consolidated revenue.

The acquisition has been accounted for as a business combination under ASC 805 using the acquisition method of accounting.

b) EliteCover Insurance Solutions, Inc.

During the quarter ended December 31, 2025, Roadzen (DE) acquired 55% of the equity interest in EliteCover Insurance Solutions, Inc. (“ECI”) for a total contractual consideration of USD 2,500,000 pursuant to a Stock Purchase Agreement dated October 24, 2025. ECI is a California licensed insurance broker and managing general underwriter holding a Coverholder appointment from Lloyd’s of London. Management has determined that Roadzen obtained control over ECI effective November 30, 2025, being the date from which Roadzen obtained majority voting rights and the ability to direct the relevant activities of ECI. Accordingly, the financial results of ECI have been included in the Company’s consolidated financial statements from November 30, 2025. The acquisition has been accounted for as a business combination under ASC 805 using the acquisition method of accounting.

The excess of purchase consideration over the fair value of net tangible and identifiable intangible assets acquired has been recorded as goodwill and is primarily attributable to the expected synergies from integration of ECI’s licensed insurance distribution infrastructure

c) Houseneed Doorstep Services Private Limited (“VehicleCare”)

During the quarter ended December 31, 2025, Roadzen Technologies Limited (“RTL”), a wholly owned subsidiary of the Company, acquired 100% of the equity interest in Houseneed Doorstep Services Private Limited, a company that operates its business under the brand “VehicleCare,” for total consideration of $5,282,380 ($4,408,940 payable in shares of RTL and $873,440 in cash).

VehicleCare operates a technology-led vehicle care platform that enables insurers to digitally manage the entire claims and repair journey from claim assessment and approval to repair execution and settlement leveraging artificial intelligence, standardized repair protocols, and a repair-over-replacement philosophy. Management has determined that the Company obtained control over VehicleCare effective January 1, 2026, the date the Company obtained 100% equity ownership and the ability to direct the relevant activities of the company. Accordingly, the financial results of VehicleCare have been included in the Company’s consolidated financial statements from January 1, 2026. The acquisition has been accounted for as a business combination under ASC 805 using the acquisition method of accounting.

The excess of purchase consideration over the fair value of net tangible and identifiable intangible assets acquired has been recorded as goodwill and is primarily attributable to the expected synergies from integration of VehicleCare’s technology platform and infrastructure into the Company’s broader insurtech ecosystem.

18. Goodwill

A summary of the changes in carrying value of goodwill is as follows:

19. Financial instruments

The Company measures its convertible promissory notes and Forward Purchase Agreement asset at fair value. The Company’s convertible promissory notes, derivative warrant liabilities and Forward Purchase Agreement are categorized as Level 2 because they are measured based on valuation techniques using observable market prices of such instruments. Convertible debentures is categorized as Level 3 because of unobservable inputs and other estimation techniques due to the absence of quoted market prices, inherent lack of liquidity and the tenure of such financial instruments.

Financial instruments measured at fair value on a recurring basis

The following table represents the fair value hierarchy for the Company’s financial instruments measured at fair value on a recurring basis as of June 30, 2026:

The Company uses a third-party valuation specialist to assist management in its determination of the fair value of its Level 2 classified derivative warrant liabilities and convertible promissory notes. The fair value of these financial instruments is based on the volatility of its warrants, based on implied volatility from the Company’s traded warrants and from historical volatility of select peer companies Ordinary Shares that matches the expected remaining life of the warrants.

The Company uses a third party valuation specialist to assist management in its determination of the fair value of its Level 3 classified Convertible Notes and Forward Purchase Agreement. The instruments were fair valued using a Monte Carlo simulation model utilizing assumptions related to the contractual term of the instruments and current interest rates.

The following table presents a reconciliation of the Company’s Level 3 financial instruments measured and recorded at fair value on a recurring basis as of June 30, 2026 for Financial Asset: Forwards Purchase Agreement, and for Financial Liability: Convertible Promissory notes and Convertible Notes.

Assets measured at Fair Value on a non-recurring basis

The Company’s non-financial assets, such as goodwill, intangible assets and property and equipment are adjusted to fair value when an impairment charge is recognized. Such fair value measurements are based predominately on Level 3 inputs.

Non-Marketable Equity Securities

The Company measures its non-marketable equity securities that do not have readily determinable fair values under the measurement alternative at cost less impairment, adjusted by price changes from observable transactions recorded within “Other income/(expense) net” in the consolidated statements of operations. The Company’s non-marketable equity securities are investments in privately held companies without readily determinable fair values.

Management of risks

**Interest rate risk -**Interest rate risk is the risk that the fair value of future cash flows of a financial instrument will fluctuate due to change to market interest rates. The Company is exposed to interest rate risk for its long-term debts where the interest rates are variable according to market conditions.

Foreign currency risk - The Company monitors its foreign currency exposures on a regular basis. The operations are primarily denominated in United States Dollars, Pounds Sterling, Indian Rupees, Chinese Renminbi and Euros. For the purpose of analyzing foreign currency exchange risk, we considered the historical trends in foreign currency exchange rates. Based on a sensitivity analysis we have performed as of June 30, 2026, an adverse 10% foreign currency exchange rate change applied to total monetary assets and liabilities denominated in currencies other than the United States Dollar would not have a material effect on our financial statements.

20. Investments

These balances include certain investments in mutual funds that are recorded at fair value. Any changes to the fair value are recorded in “Fair value gains/(losses) in financial instruments carried at fair value” due to the election of the fair value option of accounting for financial instruments.

21. Commitments and contingencies

A. Leases - Accounted as per ASC 842 for the Period Ended June 30, 2026

Operating leases

The Company leases office space under non-cancellable operating lease agreements, which expire on various dates through April 2031. Some property leases contain extension options exercisable by the Company. The lease agreements do not contain any material residual value guarantees or material restrictive covenants. The components of lease cost for the period ended June 30, 2026 are summarized below.

Contingent Liability — Meteora Litigation

As more fully described in Part II, Item 1, “Legal Proceedings,” the Company is a defendant in an action pending in the Court of Chancery of the State of Delaware (the “Chancery Court”), in which Meteora has asserted claims for breach of contract based on the Company’s registration obligations under the subscription agreement, dated August 25, 2023, between the Company and Meteora (the “Subscription Agreement”) and has sought specific performance and damages, in addition to the declaratory relief related to its obligations under the Forward Purchase Agreement, further described in Part II, Item 1. In addition, as described in Part II, Item 1, the Company is prosecuting an appeal to the United States Court of Appeals for the Second Circuit of the July 9, 2026 order of the United States Court for the Southern District of New York (“USDC NY”) dismissing the Company’s affirmative claims against Meteora, and an adverse determination of that appeal could result in an award against the Company of legal fees, costs or other litigation-related expenses payable to Meteora. Based on the advice of counsel, the Company expects that any monetary amount ultimately payable by the Company to Meteora as a result of the Chancery Court action, an adverse determination of the Second Circuit appeal, or otherwise arising out of the FPA or the Subscription Agreement, including any award of legal fees, costs or other litigation-related expenses in favor of Meteora in either proceeding, would be netted against the $914,726.53 receivable as described in Note 5, which reflects a non-cash write-down recorded during the quarter of approximately $5.9 million from a pre-write-down carrying value of approximately $6.8 million. Based on currently available information, including the July 9, 2026 order of the USDC NY, the current procedural posture of the Chancery Court action, and consultation with counsel, the Company believes that the likelihood of a loss in either the Chancery Court action or the Second Circuit appeal in excess of the $914,726.53 carrying value of the FPA-related receivable is remote at this time. Accordingly, no liability has been accrued in the accompanying condensed consolidated balance sheets in respect of either proceeding, and the Company is unable at this time to predict the timing or ultimate outcome of the Chancery Court action or of the Second Circuit appeal.

From time to time, the Company may be subject to other legal proceedings, claims, investigations, and government inquiries (collectively, “Legal Proceedings”) in the ordinary course of business. It may receive claims from third parties asserting, among other things, infringement of their intellectual property rights, defamation, labor and employment rights, privacy, and contractual rights. Other than the Meteora litigation described above, which is not an ordinary-course matter and the ultimate outcome of which cannot presently be determined, there are no currently pending Legal Proceedings that the Company believes will have a material adverse impact on the business or the condensed consolidated financial statements.

In the ordinary course of business, the Company enters into contractual arrangements under which the Company agrees to provide indemnification of varying scope and terms to customers, business partners, and other parties with respect to certain matters, including losses arising out of intellectual property infringement claims made by third parties, if the Company has violated applicable laws, if the Company is negligent or commits acts of willful misconduct, and other liabilities with respect to its products and services and its business. In these circumstances, payment is typically conditional on the other party making a claim pursuant to the procedures specified in the particular contract. To date, the Company has not incurred any material costs as a result of such indemnifications and has not accrued any liabilities related to such obligations in its consolidated financial statements.

22. Net loss per share

Basic net loss per share attributable to ordinary shareholders is computed by dividing the net loss by the number of weighted-average outstanding Ordinary Shares. Diluted net loss per share attributable to ordinary shareholders is determined by giving effect to all potential Ordinary Share equivalents during the reporting period, unless including them yields an antidilutive result. The Company considers its preferred stocks, convertible notes and share warrants as potential Ordinary Share equivalents, but excluded them from the computation of diluted net loss per share attributable to ordinary shareholders in the periods presented, as their effect was antidilutive.

The following table sets forth the computation of basic net loss per share attributable to ordinary shareholders and preferred stock holders:

The Company’s potential dilutive securities, which include restricted stock units, convertible instruments and share warrants have been excluded from the computation of diluted net loss per share as the effect would be anti-dilutive. Therefore, the weighted average number of ordinary shares outstanding used to calculate both basic and diluted net loss per share is the same.

The Company excluded the following potential Ordinary Shares from the computation of diluted net loss per share as of June 30, 2026 and June 30, 2025:

23. Income taxes

The Company’s net loss before provision for income taxes for the period ended June 30, 2026 and June 30, 2025 were as follows:

The components of the provision for income taxes for the period ended June 30, 2026 and June 30, 2025 were as follows:

The following is a reconciliation of the federal statutory income tax rate to the Company’s effective tax rate for the period ended June 30, 2026 and June 30, 2025:

The components of the Company’s net deferred tax assets as of the period ended June 30, 2026 and year ended March 31, 2026 were as follows:

Movement recognized in net deferred tax assets:

The Company regularly reviews its deferred tax assets for recoverability based on historical taxable income, projected future taxable income, the expected timing of the reversals of existing taxable temporary differences and tax planning strategies. The Company’s judgement regarding future profitability may change due to many factors, including future market conditions and the ability to successfully execute the business plans and/or tax planning strategies. Should there be a change in the ability to recover deferred tax assets, the Company’s income tax provision would increase or decrease in the period in which the assessment is changed. The Company’s valuation allowance decreased by $2,159,052 during the period ended June 30, 2026 and increased by $1,762,274 during the year ended March 31, 2026.

The Company has not provided U.S. income taxes and foreign withholding taxes on undistributed earnings of foreign subsidiaries because the Company intends to permanently reinvest such earnings outside the U.S.

Net operating loss and credit carry forwards

As of June 30, 2026, the Company has U.S. federal net operating loss carry forwards of approximately $44,695,852 of which none are subject to limitation under Internal Revenue Code Section 382 (IRC Section 382). The federal net operating loss carry forwards that were generated prior to the 2018 tax year will begin to expire in 2030 if not utilized. For net operating loss carry forwards arising in tax years beginning after March 31, 2017, the tax act limits the Company’s ability to utilize carry forwards to 80% of taxable income, however, these operating losses may be carried forward indefinitely. The state (Delaware) net operating loss carry forwards will begin to expire in 2032 if not utilized. The Company has foreign tax credits which will expire at the end of 8 years from the end of the assessment year in which these tax credits were originated.

Utilization of the net operating loss carry forwards may be subject to a substantial annual limitation due to the ownership change provisions of IRC Section 382 and similar state provisions. The annual limitation may result in the inability to fully offset future annual taxable income and could result in the expiration of net operating loss carry forwards before utilization. The Company continually reviews the impact to net operating losses of any ownership changes.

Unrecognized tax benefits

The Company has adopted authoritative guidance which prescribes a recognition threshold and measurement attribute for the financial statement recognition and measurement of uncertain tax positions taken or expected to be taken in the Company’s income tax return, and also provides guidance on derecognition, classification, interest and penalties, accounting in interim periods, disclosure, and transition. The Company didnot have any unrecognized tax benefits with a significant impact on its financial statements as of June 30, 2026 and March 31, 2026.

The Company’s major tax jurisdictions are India, the United Kingdom and the U.S. The U.S. federal, state and foreign jurisdictions have statutes of limitations that generally range from three to six years. Due to the Company’s net losses, substantially all of its federal and state income tax returns are subject to examination for federal and state purposes.

24. Segment reporting

Our Chief Operating Decision Maker (“CODM”), the Chief Executive Officer, manages the Company’s business activities as asingle operating and reportable segment at the consolidated level. Accordingly, our CODM uses consolidated net loss to measure segment profit or loss, allocate resources and assess performance. Further, the CODM reviews and utilizes natural expenses such as employee wages and benefits at a consolidated level and capital expenditures including asset additions to manage the Company’s operations and strategic growth initiatives.

25. Stock based compensation

The share-based compensation awards issued under the Company’s 2023 Omnibus Incentive Plan to the Company’s employees, officers, directors, are all equity-classified instruments. Restricted stock units (“RSUs”) outstanding as of June 30, 2026 have service vesting conditions up to March 2027. Compensation expenses are based on the grant-date fair value of the awards and recognized over the requisite service period using a straight-line method for stock options and a graded vesting method for RSUs. The Company has elected to account for forfeitures of employee stock awards as they occur.

Share-based compensation is in the form of RSUs. The fair value per RSU is calculated using the Black-Scholes option valuation model.

Option value and assumption

Stock-based compensation expense related to RSUs granted to employees was $75,370 for the period ended June 30, 2026. As of June 30, 2026, the unrecognized compensation expense related to unvested RSUs was approximately $64,247 which is expected to be recognized over the remaining unvested period of RSUs.

On September 18, 2023, prior to the Business Combination, Roadzen (DE) granted 9,903,500 RSUs under the 2023 Omnibus Incentive Plan. These RSUs were initially scheduled to vest on the one-year anniversary of the grant date, September 17, 2024. Subsequently, the Board of Directors of the Parent Company approved an extension of the vesting period by one additional year to September 17, 2025. Thereafter, the vesting period for a majority of the RSUs granted was further extended by an additional year to September 17, 2026.

As of the reporting date, of the RSUs granted as described above,9,507,920 RSUs remain outstanding and unvested. Based on the current market price of the Company’s Ordinary Shares and the revised vesting timeline, management has determined that the extensions of the vesting period do not result in the recognition of any incremental stock-based compensation expense in the Company’s financial statements.

26. Subsequent Events

On July 9, 2026, subsequent to the end of the fiscal quarter covered by this Quarterly Report, the USDC NY issued an Opinion and Order in Roadzen, Inc. v. Meteora Capital Partners, L.P., et al., No. 25-cv-7867 (JPO), granting the defendants’ motion to dismiss the Company’s Amended Complaint. The action, originally filed on September 22, 2025 and amended on October 17, 2025, sought to recover approximately $28.5 million that the Company alleges is owed to it under the Forward Purchase Agreement, dated as of September 2023, and its January 2024 amendment, entered into in connection with the Company’s business combination with Vahanna Tech Edge Acquisition I Corp. The Amended Complaint asserted claims for breach of contract, breach of the implied covenant of good faith and fair dealing, common law fraud, fraudulent inducement, negligent misrepresentation, unjust enrichment, civil RICO, and violations of Sections 10(b) and 17 of the federal securities laws, and sought a declaratory judgment piercing the corporate veil and holding certain individual defendants jointly and severally liable. The Court dismissed all asserted claims with prejudice, other than a single breach-of-contract theory relating to the defendants’ alleged failure to timely advance funds under the January 2024 amendment to the Forward Purchase Agreement, as to which the Court granted leave to file a second amended complaint on a limited basis. On August 3, 2026, the Company filed a notice of appeal with the United States Court of Appeals for the Second Circuit.

On August 5, 2026, the Company converted two December 2023 Junior Unsecured Convertible Debentures along with their accrued interest, totaling $0.8 million, into equity at a price of $2.50 per Ordinary Shares, resulting in 328,658 new Ordinary Shares to be issued.