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

Third Quarter and First Nine-Months Financial Highlights:

Revenue and Key Performance Indicators

• Revenue for the third quarter totaled $12.1 million, a sequential increase of 1.8% over the second quarter and a $3.6 million, or 23%, decrease over the same quarter last year. Revenue for the nine months ending December 31, 2024, was $32.9 million, a decrease of $3.8 million, or 11.6%, when compared to the same period last year. The revenue decreases for both periods were primarily due to the temporary countrywide suspension of GAP insurance sales by the U.K. Financial Conduct Authority for all insurance carriers.

• Gross margin for the third quarter was 64.6%, a sizeable improvement from the 56.1% margin the Company reported in the second quarter. For the nine-month period 2025, the gross margin was 54.6% compared to 57.3% for the prior year nine-month period.

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

• Roadzen sold 77,326 policies during the third quarter for approximately $13.2 million of Gross Written Premium (“GWP”), compared to 101,700 policies in the prior fiscal year third quarter, producing $21.4 million of GWP, with the decrease resulting from the suspension of sales in the U.K. market. In addition, 698,657 claims, roadside assistance and vehicle inspections were conducted during the quarter, an increase of approximately 42% compared to 486,918 for the same quarter in the prior year.

Expenses and Net Results

• Operating expenses for the third quarter, excluding Cost of Services and Depreciation and Amortization, totaled approximately $10.7 million, a significant decrease of $19.3 million compared to the second quarter and a $29.0 million decrease over the prior year third quarter. The decrease in operating expenses was due primarily to non-cash expenses related to RSUs granted to employees prior to the Business Combination a year ago, that have now been completely expensed.

• Operating expenses for the nine-month period, excluding Cost of Services and Depreciation and Amortization, increased $11.5 million over the same period last year to $74.1 million, driven by $42.1 million in non-cash RSU employee compensation expense.

• The Company incurred a net loss for the third quarter of $2.5 million, or $(0.04) per share, which includes $0.7 million of non-cash, non-recurring and other extraordinary items that, when excluded along with interest, tax, depreciations and amortization, result in an Adjusted EBITDA loss of $1.9 million, or $(0.03) per share. This compares to an Adjusted EBITDA loss of $3.1 million, or $(0.05) per share, in the third quarter of the prior fiscal year and $(2.1) million, or $(0.03) per share, in the second quarter of the current fiscal year.

• The Company’s average monthly cash used in operating activities during the third quarter totaled approximately $1.1 million, an $0.8 million decrease from the second quarter average.

Balance Sheet

• Cash and equivalents on December 31, 2024, totaled $5.8 million.

• Total assets increased $2.9 million, to $32.0 million, on December 31, 2024, compared to $29.1 million on September 30, 2024, an increase of approximately 10% predominantly due to a $3.7 million increase in prepayments as a result of a fair value adjustment of the Company’s forward purchase agreement, partly offset by a reduction in accounts receivables mainly driven by bad debt reserve.

• Total liabilities decreased $6.2 million, to $62.5 million, over the first nine-months of fiscal 2025 ended December 31, 2024, predominately reflecting the reduction in payables and accrued expenses during each of the last three quarters. The Company’s current liabilities totaled $61.4 million on December 31, 2024, which includes approximately $13.9 million in Accounts Payable and Accrued Expenses and $4.3 million in promissory notes assumed by Roadzen in connection with the September 2023 Business Combination, and $14.6 million attributable to Mizuho Securities USA LLC (Mizuho) that includes our senior secured facility of $11.5 million due December 31, 2025 and warrants granted as part of the Mizuho debt agreement valued at $3.1 million.

• Long-Term debt totaled approximately $117,000 on December 31, 2024.

• As of December 31, 2024, the Company had approximately 72.0 million ordinary shares outstanding, an increase of 3.5 million shares during the third quarter reflecting the Company’s first equity offering since becoming a publicly traded company and 1.2 million shares issued in exchange for approximately $3.4 million in short-term debt. Executive management and members of the Board owned, directly or through various entities, approximately 27% of the Company’s outstanding shares.
  

Third Quarter Financial Developments

• As announced on December 12, 2024, Roadzen reached an agreement in principle with Mizuho to extend the maturity date of its $11.5 million 15% senior secured notes by one year to December 31, 2025.

• On December 17, 2024, Roadzen closed on its first public offering of 2,300,000 ordinary shares priced at $1.25 per share, generating gross proceeds of approximately $2.9 million. This included a 45-day option for the underwriters to purchase up to an additional 300,000 ordinary shares at the public offering price, which was exercised at closing.

Subsequent Financial Developments

• On January 6, 2025, Roadzen closed a public offering of 2,222,300 ordinary shares priced at $2.25 per share, generating gross proceeds of approximately $5.0 million.

• On February 4, 2025, the Company provided an update on its balance sheet clean-up initiative launched July 2024, announced that it has eliminated a total of $12.6 million in short-term liabilities over the last six months, utilizing $1.65 million in cash and approximately 1.2 million shares priced at $2.80 per share.

Third Quarter Operational Highlights, Subsequent Events and Outlook

New Business Developments

DrivebuddyAI
New Certification – On December 6, 2024, Roadzen’s DrivebuddyAI became the first-ever AI-powered driver safety system to receive Automotive Research Association of India (ARAI) certification under India’s Automotive Industry Standard 184 (AIS184) which is expected to be mandated for all 4 million commercial vehicles in India by 2026.

Data Milestone – In December 2024, DrivebuddyAI surpassed one billion kilometers of real-world driving data, enabling continuous improvements in driver safety and monitoring while addressing critical needs for fleet operators, carmakers, and insurers. This data is also invaluable for training autonomous vehicle systems, offering insights across diverse road environments.

Revenue Contracts

• On December 9, 2024, Roadzen announced that a leading liquefied petroleum gas (LPG) supplier in India and a wholly owned subsidiary of one of the world’s largest LPG companies will outfit its entire truck fleet with Roadzen’s DrivebuddyAI. The system will monitor driver fatigue and provide real-time feedback to drive improvements in safety and compliance. The contract, which carries a term of five years for more than 500 vehicles, is expected to deliver over seven figures in revenue over its term.

• On December 19, 2024, Roadzen’s DrivebuddyAI completed its onboarding process as a partner with Bosch’s Logistics Operating System (L.OS) Platform. This reseller collaboration in the Indian market significantly expands the reach of Roadzen’s ADAS and driver monitoring system platforms. Rollout within Bosch’s L.OS offering for commercial vehicles has launched with first orders already in process.

Roadzen’s National Automobile Club Signs Contract with Motive
On December 10, 2024, Roadzen announced that it had signed a contract with Motive, one of the largest AI-powered fleet management company in the U.S. to provide 24/7 roadside assistance and towing services nationwide to Motive’s customer base that spans over one million vehicles. According to data from the American Trucking Association, approximately 20% to 30% of commercial trucks in the U.S. require roadside assistance each year.

Roadzen Signs Contract with Simple Energy
On December 31, 2024, Roadzen announced that it had signed a contract with Simple Energy, a top premium EV manufacturer building high-range electric two-wheelers, and a leading global reinsurer to offer extended warranties for Simple Energy vehicles. The reinsurer provides the underwriting capacity and is responsible for paying claims, while Roadzen serves as the program administrator, leveraging its AI-powered technology platform to provide a seamless purchase-to-claims experience for Simple Energy’s customers.

Expanded Revenue Contracts
On December 18, 2024, Roadzen announced that its existing client National Insurance Company Ltd. (NICL), one of India’s top 10 P&C insurers, expanded the geographical scope for Roadzen’s AI powered XClaim Product. NICL has a total of 34 Regional Offices, of which 10 initially joined the Roadzen platform. Based on strong performance, NICL expanded its contract with Roadzen to include an additional 4 regional offices, effective January 1, 2025.

Partnership
On December 11, 2024, Roadzen announced that it had signed a memorandum of understanding for a partnership with Cimarron Underwriters, LLC to secure nationwide Managing General Agent licenses and infrastructure to expand the distribution of its insurance offerings across all 50 U.S. States.

New Product Launch
On October 30, 2024, Roadzen’s AI Lab unveiled MixtapeAI, a platform designed to power AI agents and transform customer interactions. With MixtapeAI, insurers, brokers, agents, carmakers, and fleets can deliver natural, intelligent, personalized, quick, and secure customer responses, while automating complex workflows across multiple touchpoints.

Subsequent Product Development
On January 28, 2025, Roadzen announced that it was an early adopter to add the DeepSeek open-source reasoning model to its Mixtape AI platform – bringing advanced reasoning-based AI agent capability to businesses in the insurance and mobility sectors while maintaining strict data sovereignty keeping data in local regions, while delivering reduction inference cost. Roadzen is receiving strong interest and positive feedback from select longstanding customers.

General Interest
On December 12, 2024, Roadzen announced that it had been awarded the prestigious IFTA Excellence in InsurTech by India FinTech Forum for demonstrating exceptional innovation, efficiency, and customer impact in the insurance industry.

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

About Roadzen Inc.
Roadzen Inc. (Nasdaq: RDZN) is a global technology company transforming auto insurance using advanced artificial intelligence (AI). Thousands of clients, from the world’s leading insurers, carmakers, and fleets to dealerships and auto insurance 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 as a top AI innovator by publications such as Forbes, Fortune, and Financial Express. Roadzen’s mission is to continue advancing AI research at the intersection of mobility and insurance, ushering in a world where accidents are prevented, premiums are fair, and claims are processed within minutes, not weeks. Headquartered in Burlingame, California, the Company has 320 employees across its global offices in the U.S., U.K. and India.. To learn more, please visit www.roadzen.ai.

Cautionary Statement 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, our expected revenue growth and 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, 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 July 1, 2024. 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.

For more information, please contact:
Investor Contacts: IR@roadzen.ai
Media Contacts: Sanya Soni sanya@roadzen.ai or media@roadzen.ai

Financial Statements Follow

Non-GAAP Financial Measures
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:

⁽¹⁾ Fair value changes in financial instruments are considered to be financing costs as they relate to convertible notes and the Forward Purchase Agreement. These changes are non-cash as these changes in fair value are affected by the volatility of the Company’s share price.