8-K

UNITED

STATES

SECURITIES

AND EXCHANGE COMMISSION

WASHINGTON,

D.C. 20549

FORM

8-K

CURRENT

REPORT

Pursuant

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

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Dateof Report (Date of earliest event reported): February 12, 2026

ROADZEN

INC.

(Exactname of Registrant as Specified in Its Charter)

British Virgin Islands	001-41094	98-1600102
(State or Other Jurisdiction<br><br> <br>of Incorporation)	(Commission<br><br> <br>File Number)	(IRS Employer<br><br> <br>Identification No.)
111 Anza Blvd<br><br> <br>Suite 109
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Burlingame, California	94010
(Address of Principal Executive Offices)	(Zip Code)

Registrant’s

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

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(FormerName or Former Address, if Changed Since Last Report)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

☐	Written<br> communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
☐	Soliciting<br> material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
☐	Pre-commencement<br> communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
☐	Pre-commencement<br> communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Securities

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

Title of each class	Trading Symbol(s)	Name of each exchange on which registered
Ordinary<br> Shares, par value $0.0001 per share	RDZN	The<br> Nasdaq Stock Market LLC
Warrants,<br> each warrant exercisable for one ordinary share, each at an exercise price of $11.50 per share	RDZNW	The<br> Nasdaq Stock Market LLC

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§ 230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§ 240.12b-2 of this chapter).

Emerging growth company ☒

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

Item2.02 Results of Operations and Financial Condition.

On February 12, 2026, Roadzen Inc. (the “Company”) issued a press release announcing its financial results for the three and nine months ended December 31, 2025. A copy of the press release is attached hereto as Exhibit 99.1 and is incorporated herein by reference.

This information is intended to be furnished under Item 2.02 of Form 8-K, “Results of Operations and Financial Condition” and shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or incorporated by reference in any filing under the Securities Act of 1933, as amended, or the Exchange Act, except as shall be expressly set forth by specific reference in such a filing.

Item9.01 Financial Statements and Exhibits.

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(d) Exhibits.

Exhibit Number	Description of Exhibit
99.1	Press release issued on February 12, 2026.
104	Cover<br> page interactive data file (embedded within the Inline XBRL document).

SIGNATURES

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Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

		ROADZEN INC.
Date:	February<br> 13, 2026	By:	/s/ Jean-Noël Gallardo
		Name:<br><br> <br>Title:	Jean-Noël<br> Gallardo<br><br> <br>Chief<br> Financial Officer

Exhibit99.1

RoadzenReports Strongest Quarter in Two Years with $14.4 Million Third Quarter Revenue and Sixth Consecutive Quarter of Adjusted EBITDA Improvement

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Roadzendelivers 18.8% revenue increase and reduces operating loss by 25.4% year-over-year

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Strategicwins, new contracts and acquisitions, expand Roadzen’s U.S. market presence and full-stack operating capabilities, reinforcingits position as a global AI leader at the intersection of insurance and mobility

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●	Year-over-year Sequential Revenue Growth; Record Nine-Month Revenue

Q3 revenue increased 18.8% year-over-year and 4.9% quarter-over-quarter to $14.4 million; nine-month revenue rose 18.3% to $38.9 million, marking a record nine months and Roadzen’s best quarter in the last two years.

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●	Operating Loss Continue to Materially Decline; Sixth Consecutive Quarter of Adjusted EBITDA^1^<br> improvement

Q3 operating loss narrowed to $(2.4) million from $(3.2) million in the prior-year quarter, a 25.4% year-over-year improvement. Adjusted EBITDA loss improved 67.1% year-over-year to $(0.59) million from $(1.8) million.

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●	Roadzen India Valued at Approximately $280 Million Following VehicleCare Acquisition and Balance Sheet Strengthening

The transaction establishes a standalone valuation of Roadzen’s India business at approximately $280 million, implying a look-through value of roughly $3.50 per share. In November, Roadzen reached an agreement in principle to extend its $11.5 million senior secured debt facility with Mizuho Securities USA, LLC from December 31, 2025 to June 30, 2027.

●	Strategic Acquisitions Expand Roadzen into a Global AI leader in Auto Insurance<br><br> <br>During<br> and subsequent to the quarter, Roadzen completed two highly strategic acquisitions—EliteCover<br> in the United States and VehicleCare in India—positioning the Company to operate across<br> the full insurance value chain. EliteCover provides Roadzen with direct access to the approximately<br> $80 billion U.S. commercial auto insurance market through its MGU platform, while VehicleCare<br> transforms Roadzen into a full-stack, AI-driven motor claims operating system with<br> direct control over repair execution, cycle times, and cost outcomes at scale.
●	AI Platform Scale and Precision Continue to Differentiate Roadzen Globally<br><br> <br>Roadzen’s<br>applied AI platform now processes over 3 million insurance claims annually, leveraging billions of real-world driving data points to<br>deliver high-precision underwriting, claims automation, telematics, and driver monitoring at scale across global insurance and mobility<br>markets.
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NEWYORK, February 12, 2026 (GLOBE NEWSWIRE) – Roadzen Inc. (Nasdaq: RDZN) (“Roadzen” or the “Company”), a global leader in AI at the convergence of insurance and mobility, today announced its financial results for the three and nine-month periods ended December 31, 2025.

^1^ Adjusted EBITDA is a non-GAAP financial metric. See “Non-GAAP Financial Measures” at the end of this press release formore information, including a reconciliation to the nearest GAAP financial measure.

Commenting on the quarter financial accomplishment, Rohan Malhotra, founder and CEO of Roadzen, stated, “This quarter reflects the convergence of sustained business growth, expanding global customer adoption, and disciplined execution across Roadzen. We continue to secure new enterprise clients and multi-year contracts across North America, Europe, and India, while scaling existing deployments with insurers, automakers, and fleet operators. These wins underscore strong product-market fit across geographies and are driving both revenue growth and operating leverage.

Strategically, we have built capabilities that are increasingly difficult to replicate. EliteCover provides us with regulated access and distribution into the approximately $80 billion U.S. commercial auto insurance market, while VehicleCare gives us direct, on-the-ground control across repair execution. Importantly, our differentiation is rooted in real-world AI outcomes. Our domain-specific, mathematically rigorous models—trained on billions of real-world data inputs—deliver consistently high-precision decisioning across insurance and mobility workflows. This combination of proven AI accuracy, full-stack operating control, and global execution positions Roadzen as a leader in applied AI at the intersection of insurance and mobility.”

Roadzen’s CFO, Jean-Noël Gallardo, commented, “Q3 demonstrates the tangible results of disciplined execution. Revenue reached $14.4 million, up nearly 19% year-over-year, and operating losses continue to narrow as Adjusted EBITDA is now virtually at break-even. With operations nearing profitability and capital managed prudently, Roadzen has significantly strengthened its financial position to support sustainable growth and drive long-term shareholder value.”

ThirdQuarter and First Nine-Months Financial Highlights:

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Revenueand Key Performance Indicators:

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●	Revenue<br> for the third quarter totaled $14.4 million, a $2.3 million, or 18.8% increase over the same<br> quarter last year and a sequential increase of approximately $0.7 million, or 4.9% over the<br> second quarter.
●	Revenue<br> for the nine months ending December 31, 2025, was $38.9 million, an increase of $6.0 million,<br> or 18.3% over the same period last year.
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●	Gross<br> margin for the third quarter was 63.7% compared to 55.7% in the second quarter. For the nine-month<br> period, gross margin improved nearly five points to 59.5% compared to 54.6% in the prior<br> year.
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●	As<br> of December 31, 2025, Roadzen had 61 insurance customer agreements (including carriers, self-insureds<br> and other entities processing insurance claims), 87 automotive customer agreements, and approximately<br> 4,100 agents and fleet customer agreements. This compares to 34 insurance, 77 automotive<br> and 3,700 agent and fleet customers as of December 31, 2024.
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●	Roadzen<br> brokerage business sold 149,810 policies during the third quarter for approximately $17.1<br> million of Gross Written Premium (“GWP”), compared to 77,326 policies in the<br> prior fiscal year third quarter, producing $13.2 million of GWP.
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●	In<br> our IaaS business, 1,397,535 claims, roadside assistance and vehicle inspections were conducted<br> during the three months ending December 31, 2025, an increase of approximately 100% compared<br> to 698,657 for the same quarter last year.
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NetResults:

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●	Operating<br> expenses for the third quarter, excluding cost of services and depreciation and amortization,<br> totaled approximately $11.2 million, primarily reflecting consolidation of the China<br> joint venture.
●	Other<br> expense totaled approximately $(7.1) million, including $5.2 million of non-cash fair value<br> adjustments related to share price movements.
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●	Net<br> loss for the quarter totaled $(9.1) million, or $(0.12) per share, driven by non-cash fair<br> value adjustments of $(0.07) per share.
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●	Adjusted<br> EBITDA loss for the quarter was $(0.59) million, compared to $(1.8) million in the prior-year<br> quarter, marking Roadzen’s sixth consecutive quarter of sequential improvement.
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ThirdQuarter Financial Developments

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●	On<br> October 6, 2025, the Company completed the final closing of its India subsidiary financing,<br> raising an additional $2.5 million.
●	On<br> November 4, 2025, Roadzen reached an agreement in principle with Mizuho Securities USA LLC,<br> to extend the maturity of its $11.5 million senior secured debt facility to June 30, 2027.
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ThirdQuarter Operational Highlights

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DrivebuddyAIDevelopments:

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●	Achieved<br> EU GSR 2144 Driver Monitoring System validation by Applus IDIADA, expanding regulatory compliance<br> beyond India AIS-184.
●	Surpassed<br> 3.9 billion kilometers of real-world driving data, demonstrating over 70% accident reduction.
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●	Secured<br> five-year contracts with six Indian trucking fleets covering more than 1,500 vehicles, with<br> deployment beginning March 2026.
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Acquisitions:

●	EliteCover Acquisition – Entry into the $80 Billion U.S. Commercial Auto Insurance Market

December 3, 2025, Roadzen acquired majority control of EliteCover, a U.S.-based licensed commercial auto insurance broker and Managing General Underwriter operating in California, Texas, Illinois, and New Jersey, with Lloyd’s of London Coverholder status. The acquisition provides Roadzen with a regulated underwriting and distribution platform to participate directly in the approximately $80 billion U.S. commercial auto insurance market. Combined with Roadzen’s AI-powered underwriting, telematics-driven risk management, automated claims, and integrated roadside assistance through National Auto Club, EliteCover enables an end-to-end commercial auto insurance offering operating on a commission- and fee-based model with no underwriting risk, generating 15-20% of premiums per policy plus fee income and profit share.

SubsequentEvents

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●	VehicleCare Acquisition – Full-Stack Motor Claims Control

Subsequent to quarter-end, Roadzen acquired VehicleCare, an AI-powered vehicle repair and workshop aggregation platform. VehicleCare’s software-enabled network of over 350 workshops across India enables Roadzen to directly manage repair timelines, quality, and cost outcomes, delivering over 30% loss cost reduction versus OEM garages while materially improving cycle times, transparency, and fraud control.

The transaction values Roadzen’s India subsidiary at approximately $280 million, implying a look-through value of roughly $3.50 per Roadzen share. Roadzen expects to retain approximately 91% ownership of the India subsidiary and anticipates the acquisition will add approximately $10 million of high-margin revenue over the next twelve months.

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

AboutRoadzen Inc.

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Roadzen Inc. (Nasdaq: RDZN) is a global leader in AI at the convergence of insurance and mobility. Roadzen builds technology that helps insurers, automakers, and fleets better predict and prevent risk, automate claims, and deliver seamless, embedded insurance experiences.

Thousands of clients — from the world’s leading insurers, carmakers, and fleets to dealerships and agents — use Roadzen’s technology to build new products, sell insurance, process claims, and improve road safety. Roadzen’s pioneering work in telematics, generative AI, and computer vision has earned recognition from Forbes, Fortune, and Financial Express as one of the world’s top AI innovators.

Headquartered in Burlingame, California, Roadzen employs more than 390 people across offices in the U.S., U.K., India and China. Learn more at www.roadzen.ai.

The Company builds technology that helps insurers, automakers, and fleets predict and prevent risk, automate claims, and deliver seamless, embedded insurance experiences. Thousands of clients — from global insurers and automakers to small fleets and brokers — rely on Roadzen’s technology across North America, Europe, and Asia.

CautionaryStatement Regarding Forward Looking Statements

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This press release includes forward-looking statements within the meaning of Section 27A of the Securities Act of 1933, as amended (the “Securities Act”), and Section 21E of the Securities Exchange Act of 1934, as amended (the “Exchange Act”). We have based these forward-looking statements on our current expectations and projections about future events. These forward-looking statements are subject to known and unknown risks, uncertainties and assumptions about us that may cause our actual results, levels of activity, performance or achievements to be materially different from any future results, levels of activity, performance or achievements expressed or implied by such forward-looking statements. In some cases, you can identify forward-looking statements by terminology such as “may,” “should,” “could,” “would,” “expect,” “plan,” “anticipate,” “believe,” “estimate,” and “continue,” or the negative of such terms or other similar expressions. Such statements include, but are not limited to, statements regarding the anticipated benefits of our products and solutions, our expected revenue growth, strategy, demand for our products, expansion plans, future operations, future operating results, estimated revenues, losses, projected costs, prospects, plans and objectives of management, as well as all other statements other than statements of historical fact included in this press release. Factors that might cause or contribute to such a discrepancy include, but are not limited to, those described in “Risk Factors” in our Securities and Exchange Commission (“SEC”) filings, including the annual report on Form 10-K we filed with the SEC on June 26, 2025. We urge you to consider these factors, risks and uncertainties carefully in evaluating the forward-looking statements contained in this press release. All subsequent written or oral forward-looking statements attributable to our company or persons acting on our behalf are expressly qualified in their entirety by these cautionary statements. The forward-looking statements included in this press release are made only as of the date of this release. Except as expressly required by applicable securities law, we disclaim any intention or obligation to update or revise any forward-looking statements, whether as a result of new information, future events or otherwise.

Formore information, please contact:

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Investor Contacts: IR@roadzen.ai

Media Contacts: Sanya Soni sanya@roadzen.ai or media@roadzen.ai

***Financial Statements Follow ***

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RoadzenInc.

UnauditedCondensed Consolidated Balance Sheets

(inUS $, except share count)

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****	As of December 31,	****	As of March 31,	****
Particulars	2025	****	2025	****
Assets
Current<br> assets:
Cash<br> and cash equivalents	5,143,430		4,836,576
Accounts<br> receivable, net	3,714,226		2,625,385
Inventories	176,670		202,535
Prepayments<br> and other current assets	24,894,684		19,092,595
Investments	227,958		197,805
Total<br> current assets	34,156,968		26,954,896
Non<br> current assets
Restricted<br> cash	221,192		217,064
Non<br> marketable securities	269,470		269,470
Property<br> and equipment, net	755,224		602,923
Goodwill	4,133,839		2,061,553
Operating<br> lease right-of-use assets	1,178,658		1,109,219
Intangible<br> assets, net	3,972,183		1,243,253
Other<br> long-term assets	177,612		120,972
Total<br> Non current assets	10,708,178		5,624,454
Total<br> assets	44,865,146		32,579,350
Liabilities<br> and shareholders’ Equity/(Deficit)
Current<br> liabilities
Current<br> portion of long-term borrowings	5,757,960		2,904,444
Short-term<br> borrowings	18,551,397		19,865,645
Accounts<br> payable and accrued expenses	29,247,388		30,254,010
Derivative<br> warrant liabilities	3,759,871		1,489,818
Short-term<br> operating lease liabilities	435,630		318,921
Other<br> current liabilities	5,445,033		2,102,466
Total<br> current liabilities	63,197,279		56,935,304
Non<br> current liabilities
Long-term<br> borrowings	4,848,067		139,775
Long-term<br> operating lease liabilities	335,484		628,400
Other<br> long-term liabilities	572,469		566,651
Total<br> Non current liabilities	5,756,020		1,334,826
Total<br> liabilities	68,953,299		58,270,130
Commitments<br> and contingencies (refer note 22)
Shareholders’<br> Equity/(Deficit)
Ordinary<br> Shares and additional paid in capital, $0.0001 par value per share, 220,000,000 shares authorized as of December 31, 2025 and March<br> 31, 2025; 79,497,576 and 74,290,986 shares outstanding as of December 31, 2025 and March 31, 2025 respectively	107,530,034		95,501,291
Accumulated<br> deficit	(238,986,997	)	(223,826,442	)
Accumulated<br> other comprehensive income/(loss)	(1,159,467	)	(468,859	)
Other<br> components of equity	106,020,498		103,720,113
Total<br> shareholders’ deficit	(26,595,932	)	(25,073,897	)
Non-controlling<br> interest	2,507,779		(616,883	)
Total<br> deficit	(24,088,153	)	(25,690,780	)
Total<br> liabilities and Total Deficit	44,865,146		32,579,350

The accompanying notes are an integral part of these consolidated financial statements.

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RoadzenInc.

UnauditedCondensed Consolidated Statements of Operations

(inUS $, except share count)

	For the three months ended December 31,					****	For the nine months ended December 31,					****
Particulars	2025			2024			2025			2024
Revenue		14,355,675			12,086,286			38,900,488			32,891,901
Costs<br> and expenses:
Cost of services		5,213,025			4,275,787			15,740,057			14,920,847
Research<br> and development		293,956			249,635			524,019			3,535,778
Sales<br> and marketing		7,377,646			7,659,408			19,761,985			21,538,665
General<br> and administrative		3,522,941			2,770,320			9,907,639			49,027,468
Depreciation<br> and amortization		311,600			299,949			1,186,806			973,670
Total<br> costs and expenses		16,719,168			15,255,099			47,120,506			89,996,428
Loss<br> from operations		(2,363,493	)		(3,168,813	)		(8,220,018	)		(57,104,527	)
Interest<br> expense (net)		(3,187,180	)		(1,085,326	)		(5,378,039	)		(2,533,846	)
Fair<br> value gains/(losses) in financial instruments carried at fair value		(5,175,767	)		1,722,864			(4,619,573	)		(16,526,145	)
Other<br> income (net)		1,217,283			(60,082	)		2,523,290			3,214,798
Total<br> other income/(expense)		(7,145,664	)		577,456			(7,474,322	)		(15,845,193	)
Loss<br> before income taxes and equity-method investment activity		(9,509,157	)		(2,591,357	)		(15,694,340	)		(72,949,720	)
Equity<br> method investment activity, net		—			—			—			—
(Loss)/Income<br> before income tax expense		(9,509,157	)		(2,591,357	)		(15,694,340	)		(72,949,720	)
Less:<br> income tax (benefit)/expense		(23,627	)		(9,068	)		67,178			(83,682	)
Net<br> (loss)/income before non-controlling interest		(9,485,530	)		(2,582,289	)		(15,761,518	)		(72,866,038	)
Net<br> loss attributable to non-controlling interest, net of tax		(337,093	)		(64,599	)		(499,207	)		(131,284	)
Net<br> Loss attributable to Ordinary shareholders		(9,148,437	)		(2,517,690	)		(15,262,311	)		(72,734,754	)
Net<br> loss per share attributable to Ordinary shareholders
Basic<br> and diluted		(0.12	)		(0.04	)		(0.20	)		(1.06	)
Weighted-average<br> number of shares used in computing net loss per share		78,786,713			68,882,560			76,728,261			68,588,608

The accompanying notes are an integral part of these consolidated financial statements.

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RoadzenInc.

UnauditedCondensed Consolidated Statements of Cash Flow

(inUS $, except share count)

	For<br> the Period ended <br> December 31,
Particulars	2025			2024
Cash flows from operating activities
Net loss per share attributable to Ordinary shareholders		(15,262,311	)		(72,734,754	)
Adjustments<br> to reconcile net loss to net cash used in operating activities:
Depreciation<br> and amortization		1,186,806			973,670
Stock<br> based compensation		380,058			47,135,419
Deferred<br> income taxes					(221,135	)
Unrealised<br> foreign exchange loss/(profit)		(341,717	)		17,102
Fair<br> value losses/(profits) in financial instruments carried at fair value		4,619,573			16,526,145
Expected<br> credit loss (net of reversal)		112,029			185,903
Expense<br> settled through issuance of equity		1,034,500			-
Balances<br> written off/(back)		(1,545,749	)		(3,194,072	)
Net<br> loss attributable to non-controlling interest, net of tax		(499,207	)		(131,284	)
Changes<br> in assets and liabilities, net of assets acquired and liabilities assumed from acquisitions:
Inventories		25,865			(45,899	)
Income<br> taxes, net					-
Accounts<br> receivables, net		(646,657	)		584,063
Prepayments<br> and other assets		(5,164,071	)		(2,443,471	)
Accounts<br> payable and accrued expenses		(1,067,076	)		653,566
Other<br> liabilities		696,833			(1,736,497	)
Net<br> cash used in operating activities		(16,471,124	)		(14,431,244	)
Cash<br> flows from investing activities
Purchase<br> of property and equipment, intangible assets and goodwill		(825,508	)		(50,418	)
Proceeds<br> from sale of mutual fund					472,140
Investment<br> in mutual funds and bonds		112,845			-
Proceeds<br> from forward purchase agreement					1,000,000
Net<br> cash used in investing activities		(712,663	)		1,421,722
Cash<br> flows from financing activities
Proceeds<br> from issue of ordinary shares		6,509,929			2,503,752
Proceeds<br> from issue of equity shares of subsidiary to the Non-controlling interest		6,545,789			-
Net<br> proceeds/(payments) from long term borrowings		4,823,639			26,047
Net<br> proceeds/(payments) from short-term borrowings		(1,910,612	)		4,703,098
Net<br> cash generated from financing activities		15,968,745			7,232,897
Effect<br> of exchange rate changes on cash and cash equivalents		20,494			41,528
Net<br> (decrease)/increase in cash and cash equivalents (including restricted cash)		(1,194,548	)		(5,735,097	)
Cash<br> acquired in business combination		1,505,531			-
Cash<br> and cash equivalents at the beginning of the period (including restricted cash)		5,053,640			11,565,088
Cash<br> and cash equivalents at the end of the period (including restricted cash)		5,364,622			5,829,991
Reconciliation<br> of cash and cash equivalents
Cash<br> and cash equivalents		5,143,430			5,812,935
Restricted<br> cash		221,192			17,056
Total<br> cash and cash equivalents		5,364,622			5,829,991
Supplemental<br> disclosure of cash flow information
Cash<br> paid for interest, net of amounts capitalized		4,747,192			1,472,564
Non-cash<br> investing and financing activities
Consideration<br> payable in connection with acquisitions		2,878,617			488,000
Interest<br> accrued on borrowings		2,362,125			508,891

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The accompanying notes are an integral part of these consolidated financial statements.

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Non-GAAPFinancial Measures

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This press release includes Adjusted Earnings Before Interest, Tax, Depreciation and Amortization (Adjusted EBITDA), is a non-GAAP financial measure which excludes the impact of finance costs, taxes, depreciation and amortization and certain other items from reported net profit or loss. We believe that Adjusted EBITDA aids investors by providing an operating profit/loss without the impact of non- cash depreciation and amortization and certain other items to help clarify sustainability and trends affecting the business. For comparability of reporting, management considers non-GAAP measures in conjunction with U.S. GAAP financial results in evaluating business performance. Adjusted EBITDA should not be considered a substitute for, or superior to, the measures of financial performance prepared in accordance with U.S. GAAP. In addition, Adjusted EBITDA does not purport to represent cash flow provided by, or used for, operating activities in accordance with GAAP and should not be used as a measure of liquidity.

Non-GAAP financial measures have limitations as analytical tools and should not be considered in isolation or as substitutes for financial information presented under GAAP. There are a number of limitations related to the use of non-GAAP financial measures versus comparable financial measures determined under GAAP. For example, other companies in our industry may calculate these non-GAAP financial measures differently or may use other measures to evaluate their performance. These limitations could reduce the usefulness of these non- GAAP financial measures as analytical tools. Investors are encouraged to review the related GAAP financial measures and the reconciliations of these non-GAAP financial measures to their most directly comparable GAAP financial measures and to not rely on any single financial measure to evaluate our business.

The following tables reconcile our net loss reported in accordance with U.S. GAAP to Adjusted EBITDA:

	For<br> the three months ended <br> December 31,
Particulars	2025			2024
Net<br> loss		(9,148,437	)		(2,517,690	)
Adjusted<br> for:
Other<br> (income)/expense net		(1,217,283	)		60,082
Interest<br> (income)/expense		3,187,180			1,085,326
Fair<br> value changes in financial instruments carried at fair value^(1)^		5,175,767			(1,722,864	)
Tax<br> (benefit)/expense		(23,627	)		(9,068	)
Depreciation<br> and amortization		311,600			299,949
Stock<br> based compensation expense		78,824			158,163
Non-cash<br> expenses		(5,382	)		520,138
Non-recurring<br> expenses		1,048,704			322,833
Adjusted<br> EBITDA		(592,654	)		(1,803,131	)
	For<br> the nine months ended <br> December 31,
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Particulars	2025			2024
Net<br> loss		(15,262,310	)		(72,734,754	)
Adjusted<br> for:
Other<br> (income)/expense net		(2,523,290	)		(3,214,798	)
Interest<br> (income)/expense		5,378,039			(2,533,846	)
Fair<br> value changes in financial instruments carried at fair value^(1)^		4,619,573			(16,526,145	)
Tax<br> (benefit)/expense		67,178			(83,682	)
Depreciation<br> and amortization		1,186,806			973,670
Stock<br> based compensation expense		212,563			46,977,256
Non-cash<br> expenses		434,173			636,190
Non-recurring<br> expenses		2,796,553			630,483
Adjusted<br> EBITDA		(3,090,716	)		(45,875,626	)
^(1)^	Fair value changes in financial instruments are considered to be financing costs as they relate to<br>convertible notes and the Forward Purchase Agreement. These changes are non-cash as these changes in fair value are affected by the volatility<br>of the Company’s share price.
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