8-K
Roadzen Inc. (RDZN)
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
Dateof Report (Date of earliest event reported): November14, 2025
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 | ||
| --- | --- | |
| Burlingame**, California** | 94010 | |
| (Address of Principal Executive Offices) | (Zip Code) |
Registrant’s
Telephone Number, Including Area Code: (347) 745-6448
(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 November 14, 2025, Roadzen Inc. (the “Company”) issued a press release announcing its financial results for the three and six months ended September 30, 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.
(d) Exhibits.
| Exhibit Number | Description of Exhibit |
|---|---|
| 99.1 | Press<br> release issued on November 14, 2025. |
| 104 | Cover<br> page interactive data file (embedded within the Inline XBRL document). |
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
| ROADZEN INC. | |||
|---|---|---|---|
| Date: | November<br> 14, 2025 | By: | /s/ Jean-Noël Gallardo |
| Name:<br><br> <br>Title: | Jean-Noël<br> Gallardo<br><br> Chief Financial Officer |
Exhibit99.1
RoadzenReports $13.7 Million Second Quarter Revenue, a 15.2% Improvement Over Prior Year Quarter, and Fifth Consecutive Quarter of AdjustedEBITDA Improvement.
Companycontinues growth momentum, reduces net loss 90.3% over prior year quarter, and accelerates path to Adjusted EBITDA breakeven
| ● | Improving Fiscal Q2 and Record Six-Month Revenue |
|---|---|
| Revenue<br> increased 25.9% sequentially and 15.2% year-over-year to $13.7 million; six-month revenue rose 18.0% to $24.5 million, reporting<br> a record first half and best quarter in the last 12 months. | |
| ● | Sharply Reduced Net Loss and Fifth Straight Quarter of Adjusted EBITDA^1^ Improvement |
| Q2<br> net loss narrowed to $(2.1) million from $(21.8) million the same quarter last year, a 90.3% year-over-year improvement. Adjusted<br> EBITDA loss improved to $(1.1) million from $(2.1) million from the prior year quarter — a 48.6% year-over-year improvement. | |
| ● | Balance Sheet Strengthened Through Premium Capital Raises |
| Over<br> $9 million in additional capital was raised at premiums to market during the quarter, including funding at the India subsidiary level<br> implying a $2 per share valuation for Roadzen’s Nasdaq share price. | |
| ● | Debt Extension Agreement in Principle – Post Second Quarter |
| In<br> November, the Mizuho $11.5 million senior debt facility was agreed in principle to be extended from December 31, 2025 to June 30,<br> 2027. | |
| ● | Series of Strategic Wins Strengthen Global Expansion |
| DrivebuddyAI<br> achieved EU regulatory validation and surpassed 3.5 billion kilometers of real-world driving data. Roadzen also secured a major European<br> OEM insurance mandate and signed a definitive agreement to acquire a majority interest in a U.S. commercial auto Managing General<br> Underwriter, reinforcing its position as a global leader at the intersection of AI, insurance, and mobility. |
NEW YORK, November 14, 2025 (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 six months ended September 30, 2025.
“This was a very strong quarter for Roadzen, building on the momentum from last quarter — both in business performance and in strengthening our balance sheet,” said Rohan Malhotra, CEO and founder of Roadzen. “We raised over $11.5 million in the last four months with minimal dilution to shareholders, from some of the world’s leading technology investors, delivered our fifth consecutive quarter of Adjusted EBITDA improvement, and achieved a 90.3% year-over-year reduction in net loss. Several key partnerships and contracts are set to come in, positioning us for accelerated momentum in the second half.”
^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.
Malhotra continued, “With over 3.5 billion kilometers of driving data powering DrivebuddyAI and more than 2.5 million claims and inspections processed annually through our platform, Roadzen now operates at a data scale unmatched in our industry. This depth of data and industrial knowledge in insurance is fueling our precision AI — built for mobility and insurance. We’ve asked our investors to track three things: our growth and path to breakeven, our leadership in innovation, and the addition of marquee client partnerships across geographies. We are confident we will deliver on these goals and continue to believe the Company is poised for sustained growth ahead.”
“This was a strong quarter for Roadzen, reflecting disciplined cost management and meaningful operational improvements. During the quarter, and with the subsequent final close of the India subsidiary funding, we continued to strengthen our balance sheet, providing the runway to reach operational cash flow breakeven,” stated Jean-Noël Gallardo, CFO of Roadzen Inc. “Following quarter-end, we agreed in principle with Mizuho to extend our debt facility, further enhancing our financial flexibility and removing a significant short-term liability. Combined with ongoing AI-driven efficiencies and targeted expense optimization, we are confident this momentum will drive continued margin expansion and stronger cash flow in the second half of fiscal 2026.”
SecondQuarter and Year to Date Financial Highlights
Revenueand Key Performance Indicators:
| ● | Revenue<br> for the second quarter totaled $13.7 million, increasing approximately $1.8 million, or 15.2%, over the prior year quarter. Revenue<br> for the six months ended September 30, 2025 was $24.5 million, increasing approximately 18.0% over the same period last year. |
|---|---|
| ● | As<br> of September 30, 2025, Roadzen had 46 insurance customer agreements (including carriers, self-insureds and other entities processing<br> insurance claims), 80 automotive customer agreements, and approximately 3,900 agents and fleet customer agreements. This compares<br> to 34 insurance, 74 automotive and 3,550 agent and fleet customers as of September 30, 2024. |
| ● | Roadzen’s<br> brokerage business sold 116,528 policies during the second quarter generating $12.4 million of Gross Written Premium (“GWP”),<br> compared to 70,618 policies in the same quarter last year, which produced $10.1 million of GWP. |
| ● | In<br> our IaaS business, 754,207 claims, roadside assistance and vehicle inspections were conducted during the three months ending September<br> 30, 2025, compared to 607,577 for the same period in the prior year. |
| ● | Gross<br> margin for the quarter ended September 30, 2025 was 55.7% compared to 56.1% reported in the same quarter last year. |
NetResults:
| ● | Net<br> loss for the second quarter totaled $(2.1) million or $(0.03) per share, compared to a net loss of $(21.8) million or $(0.32) per<br> share in the same quarter last year, which included approximately $19.7 million of non-cash, non-recurring and other extraordinary<br> items. |
|---|---|
| ● | Fiscal<br> year to date, net loss totaled $(6.1) million or $(0.08) per share, compared to a net loss of $(70.2) million or $(1.03) per share<br> in the same period last year. |
| ● | Adjusted<br> EBITDA loss for the quarter was $(1.1) million compared to a loss of $(2.1) million in the same quarter last year, and a loss of<br> $(1.4) million for the first quarter of fiscal 2026. This second quarter marks Roadzen’s fifth sequential improvement in quarterly<br> Adjusted EBITDA. |
OtherFinancial Developments
| ● | On<br> November 4, 2025, Roadzen reached an agreement in principle with Mizuho Securities USA LLC to extend the maturity of our existing<br> 11.5 million senior secured debt facility by 18 months – from December 31, 2025 to June 30, 2027 – with no other change<br> to the debt structure. |
|---|---|
| ● | During<br> the second quarter, Roadzen secured 9 million in additional capital through several transactions, each accomplished at a premium<br> to market, including: |
| ○ | |
| ○ | |
| ○ |
All values are in US Dollars.
SecondFiscal Quarter 2026 Operational Highlights
Contractand Partnership Announcements:
| ● | Roadzen<br> announced its partnership with a top global two-wheeler (motorcycles and scooter) OEM to<br> launch real-time connected roadside assistance for a new line of electric and connected vehicles<br> across India. The OEM partner serves over 100 million vehicles globally, including more than<br> 60 million two-wheelers in India and over 5 million new vehicles sold annually in the country<br> where two-wheelers dominate the mobility landscape. |
|---|
SubsequentOperational Developments
DrivebuddyAIDevelopments:
| ● | Roadzen’s<br> DrivebuddyAI achieved official validation for its Driver Monitoring System (“DMS”)<br> for compliance with the European Union General Safety Regulation (EU GSR 2144) by the authorized<br> testing laboratory Applus IDIADA in Barcelona, Spain. This certification expands DrivebuddyAI’s<br> regulatory compliance footprint beyond India’s AIS-184 standard, making it the only<br> AI-powered driver monitoring platform validated under both Indian and European regulations.<br> The validation comes ahead of the EU NCAP 2026 mandates requiring in-cabin driver monitoring<br> for all new vehicles beginning July 2026. |
|---|---|
| ● | DrivebuddyAI’s<br> dataset surpassed 3.5 billion kilometers of real-world driving data—nearly doubling<br> in just four months. This extensive data has consistently demonstrated a 70%+ reduction in<br> accidents, validating the platform’s ability to improve driver behavior, fleet safety,<br> and risk management for insurers and mobility operators worldwide. |
| ● | DrivebuddyAI<br> secured five-year contracts with six leading small and medium sized trucking fleets in India<br> to equip over 1,500 Volve and BharatBenz vehicles with its advanced Driver Monitoring System<br> and Collision Warning AI. Valued in the mid-seven figures (USD), the deals include hardware,<br> subscription-based software, and 24-7 Command Centre for real-time driver oversight and accident<br> prevention. Full deployment is slated for March 2026. |
Contractand Partnership Announcements:
| ● | Roadzen<br> was awarded a mandate to serve as a Managing General Agent for one of the world’s top<br> five auto manufacturers to manage its insurance program in a major European market, representing<br> over $20 million in annual GWP. Roadzen will manage administration, claims, and payments<br> for the automaker’s insurance operations, earning fees that are expected to contribute<br> more than 15% of GWP as recurring revenue to Roadzen. Expected to launch next quarter and<br> powered by Roadzen’s Global Distribution Network, the agreement will deliver fully<br> embedded digital policy management, automated claims, and real-time analytics, integrated<br> seamlessly into the automaker’s ecosystem. |
|---|
AcquisitionAnnouncement:
| ● | Roadzen<br> signed a definitive agreement to acquire majority control of a U.S.-based commercial auto<br> insurance broker and Managing General Underwriter operating in California, Texas, Illinois,<br> and New Jersey, with Lloyd’s of London Coverholder status. The business, which reached<br> a $15 million annualized premium run rate within seven months, serves 90+ fleets via an expanding<br> network of 300+ agents and adds six new carrier relationships. |
|---|---|
| ● | Post-closing,<br> it will integrate its offerings with DrivebuddyAI and National Auto Club, combining telematics,<br> roadside assistance, claims, and insurance distribution into a uniquely positioned U.S. commercial<br> auto platform. Operating on a commission- and fee-based model with no underwriting risk,<br> it earns 15–25% of premiums per policy, plus fee income and profit share. The acquisition<br> is expected to close this quarter, is non-dilutive, projected to generate $30 million+ in<br> annual premiums and $8 million in revenues with a 25% net margin in the first year, and scale<br> to $150 million GWP with 25%+ net margins within three years, establishing the U.S. as Roadzen’s<br> second-largest market. |
For more information about Roadzen Inc., please visit https://roadzen.ai.
AboutRoadzen Inc.
Roadzen Inc. (Nasdaq: RDZN) is a global leader in AI at the convergence of insurance and mobility. Roadzen builds technology that helps insurers, automakers, and fleets better predict and prevent risk, automate claims, and deliver seamless, embedded insurance experiences.
Thousands of clients — 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 300 people across offices in the U.S., U.K., and India. Learn more at www.roadzen.ai.
CautionaryStatement Regarding Forward Looking Statements
This press release includes forward-looking statements within the meaning of Section 27A of the Securities Act of 1933, as amended (the “Securities Act”), and Section 21E of the Securities Exchange Act of 1934, as amended (the “Exchange Act”). We have based these forward-looking statements on our current expectations and projections about future events. These forward-looking statements are subject to known and unknown risks, uncertainties and assumptions about us that may cause our actual results, levels of activity, performance or achievements to be materially different from any future results, levels of activity, performance or achievements expressed or implied by such forward-looking statements. In some cases, you can identify forward-looking statements by terminology such as “may,” “should,” “could,” “would,” “expect,” “plan,” “anticipate,” “believe,” “estimate,” and “continue,” or the negative of such terms or other similar expressions. Such statements include, but are not limited to, statements regarding the anticipated benefits of our products and solutions, anticipated benefits and revenues from the partnership described in this press release, business growth in the U.S., U.K. and India, anticipated Adjusted EBITDA breakeven timing, strategy, demand for our products, expansion plans, future operations, future operating results, estimated revenues, losses, projected costs, prospects, plans and objectives of management, our agreement in principle to extend the maturity date of our debt with Mizuho, our ability to consummate the planned transaction with a U.S.-based commercial insurance broker, 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:
Investor Contacts: IR@roadzen.ai
Media Contacts: Sanya Soni sanya@roadzen.ai or media@roadzen.ai
RoadzenInc.
UnauditedCondensed Consolidated Balance Sheets
(inUS $, except share count)
| As<br> of March 31, | |||||
|---|---|---|---|---|---|
| Particulars | 2025 | ||||
| Assets | |||||
| Current<br> assets: | |||||
| Cash<br> and cash equivalents | 4,973,633 | 4,836,576 | |||
| Accounts<br> receivable, net | 2,648,485 | 2,625,385 | |||
| Inventories | 213,875 | 202,535 | |||
| Prepayments<br> and other current assets | 25,913,502 | 19,092,595 | |||
| Investments | 366,487 | 197,805 | |||
| Total current<br> assets | 34,115,982 | 26,954,896 | |||
| Non current<br> assets | |||||
| Restricted<br> cash | 219,746 | 217,064 | |||
| Non marketable<br> securities | 268,764 | 269,470 | |||
| Property<br> and equipment, net | 591,781 | 602,923 | |||
| Goodwill | 2,298,287 | 2,061,553 | |||
| Operating<br> lease right-of-use assets | 1,272,406 | 1,109,219 | |||
| Intangible<br> assets, net | 2,638,248 | 1,243,253 | |||
| Other<br> long-term assets | 144,643 | 120,972 | |||
| Total Non<br> current assets | 7,433,875 | 5,624,454 | |||
| Total assets | 41,549,857 | 32,579,350 | |||
| Liabilities<br> and shareholders’ Equity/(Deficit) | |||||
| Current<br> liabilities | |||||
| Current<br> portion of long-term borrowings | 2,831,559 | 2,904,444 | |||
| Short-term<br> borrowings | 20,194,849 | 19,865,645 | |||
| Accounts<br> payable and accrued expenses | 33,237,612 | 30,254,010 | |||
| Derivative<br> warrant liabilities | 1,339,967 | 1,489,818 | |||
| Short-term<br> operating lease liabilities | 463,347 | 318,921 | |||
| Other<br> current liabilities | 3,219,831 | 2,102,466 | |||
| Total current<br> liabilities | 61,287,165 | 56,935,304 | |||
| Non current<br> liabilities | |||||
| Long-term<br> borrowings | 147,874 | 139,775 | |||
| Long-term<br> operating lease liabilities | 413,863 | 628,400 | |||
| Other<br> long-term liabilities | 551,817 | 566,651 | |||
| Total Non<br> current liabilities | 1,113,554 | 1,334,826 | |||
| Total liabilities | 62,400,719 | 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 September 30, 2025 and March<br> 31, 2025; 76,021,755, and 74,290,986 shares outstanding as of September 30, 2025 and March 31, 2025 respectively | 99,195,750 | 95,501,291 | |||
| Accumulated<br> deficit | (229,940,316 | ) | (223,826,442 | ) | |
| Accumulated<br> other comprehensive income/(loss) | (1,133,485 | ) | (468,859 | ) | |
| Other<br> components of equity | 103,853,847 | 103,720,113 | |||
| Total shareholders’<br> deficit | (28,024,204 | ) | (25,073,897 | ) | |
| Share Application Money | 1,084,289 | — | |||
| Non-controlling interest | 6,089,053 | (616,883 | ) | ||
| Total deficit | (20,850,862 | ) | (25,690,780 | ) | |
| Total liabilities<br> and Total Deficit | 41,549,857 | 32,579,350 |
All values are in US Dollars.
The accompanying notes are an integral part of these consolidated financial statements.
RoadzenInc.
UnauditedCondensed Consolidated Statements of Operations
(inUS $, except share count)
| For<br> the three months ended <br> September 30, | For<br> the six months ended <br> September 30, | |||||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|---|
| Particulars | 2025 | 2024 | 2025 | 2024 | ||||||||
| Revenue | 13,679,267 | 11,874,098 | 24,544,813 | 20,805,615 | ||||||||
| Costs and<br> expenses: | ||||||||||||
| Cost of services | 6,057,579 | 5,217,621 | 10,527,032 | 10,645,061 | ||||||||
| Research and development | 148,529 | 1,496,600 | 230,063 | 3,286,142 | ||||||||
| Sales and marketing | 6,252,328 | 8,076,959 | 12,384,339 | 13,879,257 | ||||||||
| General and administrative | 3,806,800 | 20,430,960 | 6,384,698 | 46,257,148 | ||||||||
| Depreciation<br> and amortization | 750,207 | 193,372 | 875,206 | 673,721 | ||||||||
| Total<br> costs and expenses | 17,015,443 | 35,415,512 | 30,401,338 | 74,741,329 | ||||||||
| Loss from<br> operations | (3,336,176 | ) | (23,541,414 | ) | (5,856,525 | ) | (53,935,714 | ) | ||||
| Interest expense (net) | (1,249,540 | ) | (626,834 | ) | (2,190,859 | ) | (1,448,520 | ) | ||||
| Fair value gains/(losses)<br> in financial instruments carried at fair value | 1,067,732 | (1,096,949 | ) | 556,194 | (18,249,009 | ) | ||||||
| Other<br> income (net) | 1,353,929 | 3,252,528 | 1,306,007 | 3,274,880 | ||||||||
| Total other<br> income/(expense) | 1,172,121 | 1,528,745 | (328,658 | ) | (16,422,649 | ) | ||||||
| Loss before<br> income taxes and equity-method investment activity | (2,164,055 | ) | (22,012,669 | ) | (6,185,183 | ) | (70,358,363 | ) | ||||
| Equity<br> method investment activity, net | ||||||||||||
| (Loss)/Income<br> before income tax expense | (2,164,055 | ) | (22,012,669 | ) | (6,185,183 | ) | (70,358,363 | ) | ||||
| Less: income tax (benefit)/expense | 10,826 | (181,264 | ) | 90,805 | (74,614 | ) | ||||||
| Income tax expense | 15,640 | 4,214 | 50,589 | 17,147 | ||||||||
| Deferred<br> tax expense | (4,814 | ) | (185,478 | ) | 40,216 | (91,761 | ) | |||||
| Net (loss)/income<br> before non-controlling interest | (2,174,881 | ) | (21,831,405 | ) | (6,275,988 | ) | (70,283,749 | ) | ||||
| Net loss<br> attributable to non-controlling interest, net of tax | (66,777 | ) | (21,366 | ) | (162,114 | ) | (66,685 | ) | ||||
| Net<br> Loss attributable to Ordinary shareholders | (2,108,104 | ) | (21,810,039 | ) | (6,113,874 | ) | (70,217,064 | ) | ||||
| Net loss<br> per share attributable to Ordinary shareholders | ||||||||||||
| Basic and diluted | (0.03 | ) | (0.32 | ) | (0.08 | ) | (1.03 | ) | ||||
| Weighted-average number of<br> shares used in computing net loss per share | 75,671,838 | 68,440,829 | 75,671,838 | 68,440,829 |
The accompanying notes are an integral part of these consolidated financial statements.
RoadzenInc.
UnauditedCondensed Consolidated Statements of Cash Flow
(inUS $, except share count)
| For<br> the six months ended <br> September 30, | ||||||
|---|---|---|---|---|---|---|
| Particulars | 2025 | 2024 | ||||
| Cash<br> flows from operating activities | ||||||
| Net<br> loss per share attributable to Ordinary shareholders | (6,113,874 | ) | (70,217,064 | ) | ||
| Adjustments<br> to reconcile net loss to net cash used in operating activities: | ||||||
| Depreciation<br> and amortization | 875,206 | 673,721 | ||||
| Stock<br> based compensation | 133,734 | 46,977,256 | ||||
| Deferred<br> income taxes | (1,263 | ) | (223,516 | ) | ||
| Unrealised<br> foreign exchange loss/(profit) | (62,074 | ) | 101,374 | |||
| Fair<br> value losses/(profits) in financial instruments carried at fair value | (556,194 | ) | 18,249,009 | |||
| Expected<br> credit loss (net of reversal) | 25,572 | (112,451 | ) | |||
| Balances<br> written off/(back) | (1,331,258 | ) | (3,200,441 | ) | ||
| Net<br> loss attributable to non-controlling interest, net of tax | (162,114 | ) | (66,685 | ) | ||
| Changes<br> in assets and liabilities, net of assets acquired and liabilities assumed from acquisitions: | ||||||
| Inventories | (11,340 | ) | (20,836 | ) | ||
| Income<br> taxes, net | - | - | ||||
| Accounts<br> receivables, net | 417,176 | 380,405 | ||||
| Prepayments<br> and other assets | (6,073,975 | ) | 2,018,036 | |||
| Accounts<br> payable and accrued expenses | 3,107,115 | (1,554,615 | ) | |||
| Other<br> liabilities | 754,275 | (4,255,358 | ) | |||
| Net<br> cash used in operating activities | (8,999,014 | ) | (11,251,165 | ) | ||
| Cash<br> flows from investing activities | ||||||
| Purchase<br> of property and equipment, intangible assets and goodwill | (355,635 | ) | 39,443 | |||
| Proceeds<br> from sale of mutual fund | - | 193,606 | ||||
| Investment<br> in mutual funds and bonds | (28,213 | ) | - | |||
| Proceeds<br> from forward purchase agreement | - | 1,000,000 | ||||
| Net<br> cash used in investing activities | (383,848 | ) | 1,233,049 | |||
| Cash<br> flows from financing activities | ||||||
| Proceeds<br> from issue of ordinary shares | 3,694,459 | - | ||||
| Proceeds<br> from issue of ordinary shares of subsidiary to the Non-controlling interest | 5,778,944 | |||||
| Net<br> proceeds/(payments) from long term borrowings | (47,093 | ) | - | |||
| Net<br> proceeds/(payments) from short-term borrowings | (894,769 | ) | 4,460,327 | |||
| Net<br> cash generated from financing activities | 8,531,541 | 4,460,327 | ||||
| Effect<br> of exchange rate changes on cash and cash equivalents | 62,972 | 2,368 | ||||
| Net<br> (decrease)/increase in cash and cash equivalents (including restricted cash) | (788,349 | ) | (5,555,421 | ) | ||
| Cash<br> acquired in business combination | 928,074 | - | ||||
| Cash<br> and cash equivalents at the beginning of the period (including restricted cash) | 5,053,654 | 11,565,088 | ||||
| Cash<br> and cash equivalents at the end of the period (including restricted cash) | 5,193,379 | 6,009,667 | ||||
| Reconciliation<br> of cash and cash equivalents | ||||||
| Cash<br> and cash equivalents | 4,973,633 | 5,992,238 | ||||
| Restricted<br> cash | 219,746 | 17,429 | ||||
| Total<br> cash and cash equivalents | 5,193,379 | 6,009,667 | ||||
| Supplemental<br> disclosure of cash flow information | ||||||
| Cash<br> paid for interest, net of amounts capitalized | 1,707,711 | 885,011 | ||||
| Non-cash<br> investing and financing activities | ||||||
| Consideration<br> payable in connection with acquisitions | 488,000 | 488,000 | ||||
| Interest<br> accrued on borrowings | 2,652,119 | 317,597 |
The accompanying notes are an integral part of these consolidated financial statements.
Non-GAAPFinancial Measures
This press release includes Adjusted Earnings Before Interest, Tax, Depreciation and Amortization (“Adjusted EBITDA”), a non-GAAP financial measure which excludes the impact of finance costs, taxes, depreciation and amortization and certain other items from reported net profit or loss. We believe that Adjusted EBITDA aids investors by providing an operating profit/loss without the impact of non-cash depreciation and amortization and certain non-recurring and 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 flows provided by, or used for, operating activities in accordance with GAAP and should not be used as a measure of liquidity.
Non-GAAP financial measures have limitations as analytical tools and should not be considered in isolation or as substitutes for financial information presented under GAAP. There are a number of limitations related to the use of non-GAAP financial measures versus comparable financial measures determined under GAAP. For example, other companies in our industry may calculate these non-GAAP financial measures differently or may use other measures to evaluate their performance. These limitations could reduce the usefulness of these non-GAAP financial measures as analytical tools. Investors are encouraged to review the related GAAP financial measures and the reconciliations of these non-GAAP financial measures to their most directly comparable GAAP financial measures and to not rely on any single financial measure to evaluate our business.
The following table reconciles our net loss reported in accordance with U.S. GAAP to Adjusted EBITDA:
| For<br> the three months ended <br> September 30, | ||||||
|---|---|---|---|---|---|---|
| Particulars | 2025 | 2024 | ||||
| Net loss | (2,108,104 | ) | (21,810,039 | ) | ||
| Adjusted for: | ||||||
| Other (income)/expense net | (1,353,929 | ) | (3,252,528 | ) | ||
| Interest (income)/expense | 1,249,540 | 626,834 | ||||
| Fair value changes in financial<br> instruments carried at fair value^(1)^ | (1,067,732 | ) | 1,096,949 | |||
| Tax (benefit)/expense | 10,826 | (181,264 | ) | |||
| Depreciation and amortization | 750,207 | 193,372 | ||||
| Stock based compensation expense | 62,381 | 20,746,267 | ||||
| Non-cash expenses | 132,841 | 351,130 | ||||
| Non-recurring expenses | 1,231,747 | 105,725 | ||||
| Adjusted<br> EBITDA | (1,092,224 | ) | (2,123,554 | ) | ||
| For<br> the six months ended <br> September 30, | ||||||
| --- | --- | --- | --- | --- | --- | --- |
| Particulars | 2025 | 2024 | ||||
| Net loss | (6,113,874 | ) | (70,217,064 | ) | ||
| Adjusted for: | ||||||
| Other (income)/expense net | (1,306,007 | ) | (3,274,880 | ) | ||
| Interest (income)/expense | 2,190,859 | 1,448,520 | ||||
| Gain on bargain purchase | - | |||||
| Fair value changes in financial<br> instruments carried at fair value^(1)^ | (556,194 | ) | 18,249,009 | |||
| Tax (benefit)/expense | 90,805 | (74,614 | ) | |||
| Depreciation and amortization | 875,206 | 673,721 | ||||
| Stock based compensation expense | 133,739 | 46,977,256 | ||||
| Non-cash expenses | 439,555 | 636,190 | ||||
| Non-recurring expenses | 1,747,849 | 630,483 | ||||
| Adjusted<br> EBITDA | (2,498,062 | ) | (4,951,379 | ) |