What changed in this filing

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Item 1A. Risk Factors

2026-06-29 compared with 2025-06-26 · 591 added, 571 removed, 1819 unchanged (39% of the section changed)

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have a history of losses and we anticipate increased expenses in the future.

have incurred net losses of $72.9 million and $99.7 million for our fiscal years ended March 31, 2025 and 2024, respectively.

result, we had an accumulated deficit of $224.3 million and $151.6 million as of March 31, 2025 and 2024, respectively.

anticipate that our operating expenses will increase substantially in the foreseeable future as we continue to scale operations,

broaden our customer base, expand our sales and marketing activities, including expanding our sales team, hire additional employees,

and continue to develop our technology.

In addition to the expected costs to grow our business, we also expect to incur significant

additional legal, accounting, and other expenses as we transition to being a public company.

These efforts may prove more expensive

than we currently anticipate, and we may not succeed in increasing our revenue sufficiently, or at all, to offset these higher

Revenue growth may slow, or revenue may decline, for several possible reasons, including slowing demand for our services

or increasing competition.

Any failure to increase our revenue sufficiently to keep pace with our investments and other expenses

could prevent us from achieving or increasing profitability or positive cash flow on a consistent basis.

have incurred net losses of $23.6 and $72.9 million for our fiscal years ended March 31, 2026 and 2025, respectively.

As a result, we

had an accumulated deficit of $248.6 and $224.3 million as of March 31, 2026 and 2025, respectively.

We anticipate that our operating

expenses will increase substantially in the foreseeable future as we continue to scale operations, broaden our customer base, expand

our sales and marketing activities, including expanding our sales team, hire additional employees, and continue to develop our technology.

In addition to the expected costs to grow our business, we also expect to incur significant additional legal, accounting, and other expenses

as we operate as a public company.

These efforts may prove more expensive than we currently anticipate, and we may not succeed in increasing

our revenue sufficiently, or at all, to offset these higher expenses.

Revenue growth may slow, or revenue may decline, for several possible

reasons, including slowing demand for our services or increasing competition.

Any failure to increase our revenue sufficiently to keep

pace with our investments and other expenses could prevent us from achieving or increasing profitability or positive cash flow on a consistent

substantial portion of our revenue is derived from a relatively small number of clients ranging from insurers, OEMs and automotive fleets,

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Roadzen’s insurer

clients made up less than 1% of Roadzen’s total number of clients, but approximately 30% of Roadzen’s enterprise client base

(i.e., 34 of the 112 total insurers and automotive clients).

clients made up less than 1.4% of Roadzen’s total number of clients, but approximately 40.1% of Roadzen’s enterprise client

base (i.e., 61 of the 152 total insurers and automotive clients).

revenue is dependent on clients in the automotive insurance industry, OEMs and automotive fleets, and historically a relatively small

number of clients have accounted for a significant portion of our revenue.

For the year ended March 31, 2025, we had three customers that

For the year ended March 31, 2026, we had 3 customers that

individually represented approximately 13.0%, 10.0% and 8.0% of our total revenue.

During this same period, revenues from 10 customers collectively

accounted for approximately 67% of our total revenue.

During this same period, revenues from 10 customers

collectively accounted for approximately 56.0% of our total revenue.

expect that Roadzen will continue to depend upon a small number of clients for a significant portion of our revenues for the foreseeable

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of operations and financial condition.

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

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

FCA has the authority to suspend the sale of any insurance product sold within the U.K.

and for which it has oversight if it does

not believe a firm or a product is protecting the interests of U.K.

Effective February 2024, the FCA paused all sales of

the Guaranteed Asset Protection (“GAP”) product, a key contributor to our operations in the U.K., directing all

insurers, including our insurance partner, to temporarily cease selling the GAP product.

The regulator mandated insurers to make a

resubmission, or new GAP proposal, outlining product features, coverages and pricing for approval by the FCA before sales of the GAP

product could be resumed.

Although our insurance partner, which is obligated to adhere to FCA guidelines, received approval to sell

GAP products, the resubmission and approval process had a significant impact on our revenue, financial performance, and overall

profitability.

Any new FCA-mandated suspension may materially impact our business, results of operations and financial condition,

including reputational damage, and potential loss of clients and customer confidence.

The FCA may request submission of certain documents including any formal confirmation of financial support.

findings, delays in responding, or inability to meet the FCA’s expectations could impact our regulatory standing in the U.K., affect

the ability to operate in that jurisdiction, or result in reputational harm.

These factors could have a material adverse effect on our

business, financial condition, and results of operations.

and for which it has oversight if it does not

believe a firm or a product is protecting the interests of U.K.

For example, in February 2024, the FCA paused all sales of

the Guaranteed Asset Protection (“GAP”) product, a key contributor to our operations in the U.K., directing all insurers,

including our insurance partner, to temporarily cease selling the GAP product.

The regulator mandated insurers to make a resubmission,

or new GAP proposal, outlining product features, coverages and pricing for approval by the FCA before sales of the GAP product could

Although our insurance partner, which is obligated to adhere to FCA guidelines, received approval to sell GAP products, the

resubmission and approval process had a significant impact on our revenue, financial performance, and overall profitability.

new FCA-mandated suspension may materially impact our business, results of operations and financial condition, including reputational

damage, and potential loss of clients and customer confidence.

The FCA may request submission of certain documents including any formal

confirmation of financial support.

Any adverse findings, delays in responding, or inability to meet the FCA’s expectations could

impact our regulatory standing in the U.K., affect the ability to operate in that jurisdiction, or result in reputational harm.

factors could have a material adverse effect on our business, financial condition, and results of operations.

International

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which are out of our control, may now or in the future impact our ability to attract new customers, including:

customers’ inexperience with or reluctance to adopt software-based and/or AI solutions

for their existing operations;

customers’ inexperience with or reluctance to adopt software-based and/or AI solutions for their existing operations;

customers’ commitments to or preferences for their existing vendors;

or perceived switching costs;

adoption of new, or the amendment of existing, laws, rules, or regulations that negatively

impact the utility of, or that require difficult-to-implement changes to, our services, including

deregulation that reduces the need for compliance functionality;

adoption of new, or the amendment of existing, laws, rules, or regulations that negatively impact the utility of, or that require

difficult-to-implement changes to, our services, including deregulation that reduces the need for compliance functionality;

failure to expand, retain, and motivate our sales and engineering personnel;

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failure to develop or expand relationships with existing partners or to attract new partners;

failure to develop our application ecosystem and integrate with new applications and devices

used by potential customers;

failure to develop our application ecosystem and integrate with new applications and devices used by potential customers;

failure to help potential customers successfully deploy and use our solution;

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have been growing rapidly over the last several years, with revenue of approximately $55.0 million and $44.3 million for the fiscal years

ended March 31, 2025 and 2024, respectively As a result, our ability

to forecast our future results of operations is subject to several uncertainties, including our ability to effectively plan for and model

future growth.

Many factors may contribute to declines in our revenue growth rate, including increased competition, slowing demand for

our IaaS solutions from existing and new customers, a failure by us to continue capitalizing on growth opportunities, terminations of

contracts by our existing customers, and the maturation of our business, among others.

Our recent and historical growth should not be

considered indicative of our future performance.

Even if our revenue continues to increase over the long term, we expect that our revenue

growth rate may decline in the future because of a variety of factors, including the maturation of our business.

We have encountered

in the past, and will encounter in the future, risks, and uncertainties frequently experienced by growing companies in rapidly changing

If our assumptions regarding these risks and uncertainties, which we use to plan and operate our business, are incorrect

or change, or if we do not address these risks successfully, our operating and financial results could differ materially from our expectations,

our growth rates may slow and our business, financial condition, and results of operations could be harmed.

ended March 31, 2026 and 2025, respectively As a result, our ability to forecast our future results of operations is subject to several

uncertainties, including our ability to effectively plan for and model future growth.

Many factors may contribute to declines in our

revenue growth rate, including increased competition, slowing demand for our IaaS solutions from existing and new customers, a failure

by us to continue capitalizing on growth opportunities, terminations of contracts by our existing customers, and the maturation of our

business, among others.

Our recent and historical growth should not be considered indicative of our future performance.

Even if our revenue

continues to increase over the long term, we expect that our revenue growth rate may decline in the future because of a variety of factors,

including the maturation of our business.

We have encountered in the past, and will encounter in the future, risks, and uncertainties

frequently experienced by growing companies in rapidly changing industries.

If our assumptions regarding these risks and uncertainties,

which we use to plan and operate our business, are incorrect or change, or if we do not address these risks successfully, our operating

and financial results could differ materially from our expectations, our growth rates may slow and our business, financial condition,

and results of operations could be harmed.

may not be able to ensure the accuracy and completeness of product information and the effectiveness of our recommendation of insurance

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events such as the imposition of various trade tariffs by the U.S.

and China, the COVID-19 pandemic, the Russia-Ukraine and Israel-Hamas

conflicts have created and may continue to create economic uncertainty, including inflationary pressures, in regions in which we have

significant operations.

These conditions may make it difficult for our customers and us to forecast and plan future business activities

accurately, and they could cause our customers to reevaluate their decision to purchase our products, which could delay and lengthen

our sales cycles or result in cancellations of planned purchases.

Moreover, during challenging economic times, our customers may be unable

to timely access sufficient credit, which could impair their ability to make timely payments to us.

If that were to occur, we may not

receive amounts owed to us and may be required to record an allowance for doubtful accounts, which would adversely affect our financial

A substantial downturn in the insurance industry may cause firms to react to worsening conditions by reducing their capital

expenditures, reducing their spending on information technology, delaying, or canceling information technology projects, or seeking to

lower their costs by renegotiating vendor contracts.

Negative or worsening conditions in the general economy in the U.S., the U.K., E.U.

and India, including conditions resulting from financial and credit market fluctuations, could decrease corporate spending on enterprise

software in general, and in the insurance industry specifically, and negatively affect the rate of growth of our business.

and China, the COVID-19 pandemic, the Russia-Ukraine, Israel-Hamas

and U.S.-Iran conflicts have created and may continue to create economic uncertainty, including inflationary pressures, in regions in

which we have significant operations.

These conditions may make it difficult for our customers and us to forecast and plan future business

activities accurately, and they could cause our customers to reevaluate their decision to purchase our products, which could delay and

lengthen our sales cycles or result in cancellations of planned purchases.

Moreover, during challenging economic times, our customers

may be unable to timely access sufficient credit, which could impair their ability to make timely payments to us.

If that were to occur,

we may not receive amounts owed to us and may be required to record an allowance for doubtful accounts, which would adversely affect

our financial results.

A substantial downturn in the insurance industry may cause firms to react to worsening conditions by reducing

their capital expenditures, reducing their spending on information technology, delaying, or canceling information technology projects,

or seeking to lower their costs by renegotiating vendor contracts.

Negative or worsening conditions in the general economy in the U.S.,

the U.K., E.U., China and India, including conditions resulting from financial and credit market fluctuations, could decrease corporate

spending on enterprise software in general, and in the insurance industry specifically, and negatively affect the rate of growth of our

Macroeconomic

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activities in this industry, we will be particularly exposed to certain economic downturns affecting the automotive and insurance industries.

Global market and economic conditions, as well as those in the U.S., the U.K., E.U.

and India, have been, and continue to be, disrupted

and volatile.

General business and economic conditions that could affect us and our customers include fluctuations in economic growth,

debt and equity capital markets, liquidity of the global financial markets, the availability and cost of credit, investor and consumer

confidence, and the strength of the economies in which our customers operate.

Global market and economic conditions, as well as those in the U.S., the U.K., E.U., China and India, have been, and continue to be,

disrupted and volatile.

General business and economic conditions that could affect us and our customers include fluctuations in economic

growth, debt and equity capital markets, liquidity of the global financial markets, the availability and cost of credit, investor and

consumer confidence, and the strength of the economies in which our customers operate.

A poor economic environment could result in significant

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existing carriers in the event such replacements become necessary.

works with a limited number of carriers in the U.S., India, the U.K.

for its automobile insurance products, and there is a risk

that if one or more of the carriers becomes impaired or terminates its relationship with Roadzen that Roadzen’s revenues and profitability

may be adversely affected.

If a carrier partner relationship terminates or there is loss of strategic support or alignment, we may be

unable to transition to a new relationship without disruption, increased cost, lost profits, or lost market share, or a combination of

the foregoing.

derive a large portion of our revenue from commissions on the sale of automotive insurance products in India, the U.K.

carrier were to experience liquidity problems or other financial (such as rating agency downgrades) or operational difficulties, we could

encounter business disruptions as a result, and our results of operations may suffer.

works with a limited number of carriers in the U.S., India, China, the U.K.

for its automobile insurance products, and there

is a risk that if one or more of the carriers becomes impaired or terminates its relationship with Roadzen that Roadzen’s revenues

and profitability may be adversely affected.

If a carrier partner relationship terminates or there is loss of strategic support or alignment,

we may be unable to transition to a new relationship without disruption, increased cost, lost profits, or lost market share, or a combination

of the foregoing.

derive a large portion of our revenue from commissions on the sale of automotive insurance products in India, China, the U.S., U.K.

If a carrier were to experience liquidity problems or other financial (such as rating agency downgrades) or operational difficulties,

we could encounter business disruptions as a result, and our results of operations may suffer.

to customers or operations outside the U.S., India and the U.K./E.U.

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our core markets include, but are not limited to:

with multiple conflicting and changing governmental laws and regulations, including employment,

tax, money transmission, privacy, and data protection laws and regulations;

travel, real estate, infrastructure, legal and compliance costs associated with international

with multiple conflicting and changing governmental laws and regulations, including employment, tax, money transmission, privacy,

and data protection laws and regulations;

travel, real estate, infrastructure, legal and compliance costs associated with international operations;

and business practices favoring local competitors;

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integrations for international technology platforms;

● localization

of our solutions, including translation into foreign languages, obtaining and maintaining

local content, and customer care in such languages;

of revenue from international sources and changes to tax rules, including being subject to

foreign tax laws and liability for paying withholding or other taxes in foreign jurisdictions;

● fluctuation

of our solutions, including translation into foreign languages, obtaining and maintaining local content, and customer care in such

of revenue from international sources and changes to tax rules, including being subject to foreign tax laws and liability for paying

withholding or other taxes in foreign jurisdictions;

of foreign currency exchange rates;

difficulty collecting accounts receivable, longer sales and payment cycles, and different

pricing environments;

inherent in efficiently managing, and increased costs associated with, an increased number

of employees over large geographic distances, including the need to implement appropriate

systems, policies, benefits, and compliance programs that are specific to each jurisdiction;

● restrictions

difficulty collecting accounts receivable, longer sales and payment cycles, and different pricing environments;

inherent in efficiently managing, and increased costs associated with, an increased number of employees over large geographic distances,

including the need to implement appropriate systems, policies, benefits, and compliance programs that are specific to each jurisdiction;

on the transfer of funds;

● inconsistent

or irregular availability of reliable Internet connectivity in areas targeted for expansion;

or insufficient intellectual property protection or difficulties obtaining, maintaining,

protecting, or enforcing our intellectual property rights, including our trademarks and patents,

or obtaining necessary intellectual property licenses from third parties;

or insufficient intellectual property protection or difficulties obtaining, maintaining, protecting, or enforcing our intellectual

property rights, including our trademarks and patents, or obtaining necessary intellectual property licenses from third parties;

disasters, acts of war, terrorism, pandemics, or security breaches;

and export license requirements, tariffs, taxes and other trade barriers;

with sanctions laws and regulations, including those administered by the Office of Foreign

Assets Control (“OFAC”) of the U.S.

with sanctions laws and regulations, including those administered by the Office of Foreign Assets Control (“OFAC”) of

Department of the Treasury;

with various anti-bribery and anti-corruption laws such as the U.S.

Foreign Corrupt Practices

Act (“FCPA”) and the UK Bribery Act (“UKBA”);

Foreign Corrupt Practices Act (“FCPA”) and the U.K.

Bribery Act (“UKBA”);

or national economic and political conditions.

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acts or practices under the Federal Trade Commission Act the (“FTC Act”).

In addition, each of Global Insurance Management

Limited and National Automobile Club may be subject to additional cyber-security risks, borne of existing systems-wide vulnerabilities,

that could jeopardize the performance of their platforms and expose us to similar financial and reputational impact and legal liability,

especially with regards to regulators such as the FTC.

In addition, each of our subsidiaries may be subject to additional cyber-security risks,

borne of existing systems-wide vulnerabilities, that could jeopardize the performance of their platforms and expose us to similar financial

and reputational impact and legal liability, especially with regards to regulators such as the FTC.

such adverse impact could be in the form of theft of our or our customers’ confidential information, the inability of our customers

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on, among other things:

number and characteristics of any additional products we develop or acquire to serve new

or existing markets;

scope, progress, results and costs of researching and developing future products or improvements

to existing products;

number and characteristics of any additional products we develop or acquire to serve new or existing markets;

scope, progress, results and costs of researching and developing future products or improvements to existing products;

expenses associated with our sales and marketing initiatives;

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costs required to fund domestic and international growth;

lawsuits, arbitration, or other legal proceedings related to our products or commenced against

lawsuits, arbitration, or other legal proceedings related to our products or commenced against us;

expenses needed to attract and retain skilled personnel;

costs associated with being a public company;

costs involved in preparing, filing, prosecuting, maintaining, defending, and enforcing intellectual

property claims, including litigation costs and the outcome of such litigation;

timing, receipt and amount of sales of, or royalties on, any future approved products, if

costs involved in preparing, filing, prosecuting, maintaining, defending, and enforcing intellectual property claims, including litigation

costs and the outcome of such litigation;

timing, receipt and amount of sales of, or royalties on, any future approved products, if any.

may obtain future additional funds through public or private equity or debt financings or other sources, such as strategic collaborations.

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of public companies in the U.S.

In addition, each of Global Insurance Management Limited and National Automobile Club may also have inadequate

internal controls over financial reporting required of public companies in the U.S.

The development and implementation of the standards

and controls necessary for us to achieve the level of accounting standards required of a public company in the U.S.

may require costs

greater than expected.

It is possible that we will be required to expand our employee base and hire additional employees to support our

operations as a public company, which will increase our operating costs in future periods.

In addition, each of our subsidiaries may also have inadequate internal controls over financial reporting required of public companies in the U.S.

The development and implementation of the standards and controls necessary for us to achieve the level of accounting standards required

of a public company in the U.S.

may require costs greater than expected.

It is possible that we will be required to expand our employee

base and hire additional employees to support our operations as a public company, which will increase our operating costs in future periods.

will incur increased costs as a result of operating as a public company, and our management will devote substantial time to new compliance

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or as executive officers.

current conflicts between Ukraine and Russia and between Israel and Hamas have exacerbated market instability and disrupted the global

current conflicts between Ukraine and Russia and between Israel and Hamas have caused uncertainty about economic and political stability,

increasing volatility in the credit and financial markets, and disrupting the global economy.

The U.S., the E.U., and several other countries

are imposing far-reaching sanctions and export control restrictions on Russian entities and individuals.

These sanctions and export controls

may also contribute to higher oil and gas prices and inflation, which could reduce demand in the global automotive sector and therefore

reduce demand for our solutions.

There is also a risk that Russia, as a retaliatory action to sanctions, may launch cyberattacks against

the U.S., the E.U., or other countries or their infrastructures and businesses.

Additional consequences of the conflict may include diminished

liquidity and credit availability, declines in consumer confidence, declines in economic growth, and various shortages and supply chain

While we do not currently directly rely on goods or services sourced in Russia or Ukraine and thus have not experienced

any direct disruptions, we may experience indirect disruptions in our supply chain.

Any of the foregoing factors, including developments

or effects that we cannot yet predict, may adversely affect our business, results of operations, and financial condition.

current conflicts between Ukraine and Russia, between Israel and Hamas and between the U.S.

and Iran have exacerbated market instability

and disrupted the global economy.

current conflicts between Ukraine and Russia, between Israel and Hamas and U.S.

and Iran have caused uncertainty about economic and political

stability, increasing volatility in the credit and financial markets, and disrupting the global economy.

The U.S., the E.U., and several

other countries are imposing far-reaching sanctions and export control restrictions on Russian entities and individuals.

These sanctions

and export controls may also contribute to higher oil and gas prices and inflation, which could reduce demand in the global automotive

sector and therefore reduce demand for our solutions.

There is also a risk that Russia, as a retaliatory action to sanctions, may launch

cyberattacks against the U.S., the E.U., or other countries or their infrastructures and businesses.

Additional consequences of the conflict

may include diminished liquidity and credit availability, declines in consumer confidence, declines in economic growth, and various shortages

and supply chain disruptions.

While we do not currently directly rely on goods or services sourced in Russia or Ukraine and thus have

not experienced any direct disruptions, we may experience indirect disruptions in our supply chain.

Any of the foregoing factors, including

developments or effects that we cannot yet predict, may adversely affect our business, results of operations, and financial condition.

Relating to Regulatory and Legal Matters

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and any subsequent changes, it may be subject to penalty and our business may be harmed.

a managing general agency/underwriter in the U.K./E.U.

market, and an insurance broker in India, we operate in a highly regulated environment

for our insurance product distribution and face risks associated with compliance requirements, some of which cause us to make judgment

calls that could have an adverse effect on us.

a managing general agency/underwriter in the U.S.

and U.K./E.U.

markets, and an insurance broker in India, we operate in a highly regulated

environment for our insurance product distribution and face risks associated with compliance requirements, some of which cause us to

make judgment calls that could have an adverse effect on us.

insurance broking industry in which we operate is subject to extensive regulation.

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revenues through the sale of our products.

We are currently and

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

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

results of operations.

time to time, we may become involved in legal proceedings or be subject to claims arising in the ordinary course of our business.

For example, we are currently involved in litigation with Meteora, as described in Item 3 (Legal Proceedings) in

this Annual Report (collectively, the “Meteora Litigation”).

While we are seeking significant damages against Meteora, we

may not prevail in the Meteora Litigation, and may have to pay damages to Meteora.

In addition, litigation, including the Meteora Litigation,

might result in substantial costs and may divert management’s attention and resources, which might harm our business, financial

condition, and results of operations.

While we believe that we can partially mitigate the risk and severity of exposure from these lawsuits

through contractual provisions in certain of our agreements with insurance carriers, and carrying our own insurance that we believe is

adequate to cover adverse claims arising from these lawsuits or similar lawsuits that may be brought against us, we may not have adequate

contractual protection in all of our contracts and defending these and similar litigation is costly, diverts management from day-to-day

operations, and could harm our brand and reputation.

As a result, we may ultimately be subject to a damages judgment, which could be

significant and exceed our insurance policy limits or otherwise be excluded from coverage.

example, we are currently involved in litigation with Meteora, as described in Item 3 (Legal Proceedings) in this Annual Report (collectively,

the “Meteora Litigation”).

While we are seeking significant damages against Meteora, we may not prevail in the Meteora Litigation,

and may have to pay damages to Meteora.

In addition, litigation, including the Meteora Litigation, might result in substantial costs

and may divert management’s attention and resources, which might harm our business, financial condition, and results of operations.

While we believe that we can partially mitigate the risk and severity of exposure from these lawsuits through contractual provisions

in certain of our agreements with insurance carriers, and carrying our own insurance that we believe is adequate to cover adverse claims

arising from these lawsuits or similar lawsuits that may be brought against us, we may not have adequate contractual protection in all

of our contracts and defending these and similar litigation is costly, diverts management from day-to-day operations, and could harm

our brand and reputation.

As a result, we may ultimately be subject to a damages judgment, which could be significant and exceed our

insurance policy limits or otherwise be excluded from coverage.

of the outcome of any future litigation, litigation can have an adverse impact on us because of defense and settlement costs, diversion

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changes to our solutions and services;

● disgorgement

of profits, fines, and damages;

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for damages by our customers or channel partners;

● termination

of contracts;

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India and would consequently incur income tax charges in India.

do not hold a controlling equity interest in our Chinese subsidiary and rely on contractual and governance arrangements for consolidation, which may

be less effective than direct ownership and may be challenged under PRC law.

April 1, 2025, we began consolidating the financial results of Daokang (Beijing) Data Science Company Limited (“Daokang”),

a company organized under the laws of the People’s Republic of China (the “PRC”), as a variable interest entity (“VIE”)

generally accepted accounting principles.

We hold a 34.5% equity interest in Daokang and consolidate its results based on

a combination of board, governance, and management rights, including a tiebreaking vote in the event of a deadlock and sole authority

to designate Daokang’s Chief Executive Officer.

These arrangements may not be as effective as direct equity ownership in providing

operational control.

If the other shareholders of Daokang, the directors designated by them, or the Daokang Chief Executive Officer fail

to act in accordance with our instructions, fail to perform their obligations under these arrangements, or contest the validity or enforceability

of these arrangements, we may be required to incur substantial costs to enforce our rights, and we may be unable to do so in a timely

manner or at all.

The PRC legal system is based on written statutes, and prior court decisions have limited precedential value.

Uncertainties

in the PRC legal system could limit our ability to enforce these arrangements, and any such failure could materially and adversely affect

our business, financial condition, results of operations, and the value of our securities.

in PRC laws, regulations, or government policies, or actions by PRC regulatory authorities, could materially affect Daokang’s operations

and our ability to consolidate Daokang’s financial results.

PRC government has broad authority to regulate companies operating in the PRC, including in areas relating to data, cybersecurity, foreign

investment, anti-monopoly review, and the structure of overseas-listed issuers with PRC operations.

The PRC government has in recent

years adopted or proposed a number of measures that may affect companies with operations in the PRC, including the Cybersecurity Law,

the Data Security Law, the Personal Information Protection Law, measures of the Cyberspace Administration of China relating to cybersecurity

review and cross-border data transfers, and the China Securities Regulatory Commission’s (“CSRC”) Trial Administrative

Measures of the Overseas Securities Offering and Listing by Domestic Companies that took effect on March 31, 2023.

The interpretation

and enforcement of these laws and regulations remain subject to substantial uncertainty.

If the PRC government determines that our consolidation

of Daokang, the contractual and governance arrangements relating to Daokang, or any of Daokang’s business activities are not in

compliance with applicable PRC laws and regulations, or if these laws and regulations change or are interpreted differently in the future,

we could be required to restructure our arrangements with Daokang, deconsolidate Daokang, divest our interest in Daokang, or take other

actions that could result in significant disruption to our business and a material and adverse impact on our financial condition and

results of operations.

We may also be required to obtain permissions or approvals from PRC regulatory authorities, including the CSRC

and the Cyberspace Administration of China, in connection with our existing or future operations or capital markets activities, and we

cannot assure investors that we will be able to obtain such permissions or approvals in a timely manner, or at all.

Holding Foreign Companies Accountable Act and related developments could result in our securities being prohibited from trading in the

United States if the Public Company Accounting Oversight Board is unable to inspect our auditors.

Holding Foreign Companies Accountable Act, as amended (the “HFCAA”), and related rules adopted by the U.S.

Securities and

Exchange Commission and the Public Company Accounting Oversight Board (the “PCAOB”) provide that if the PCAOB is unable to

inspect or investigate completely an auditor that has issued an audit report for a U.S.-listed issuer for two consecutive years, the

issuer’s securities will be prohibited from trading on a U.S.

national securities exchange or in the over-the-counter market.

December 2022, the PCAOB announced that it had secured access to inspect and investigate registered public accounting firms headquartered

in mainland China and Hong Kong;

however, the PCAOB has indicated that this determination is subject to ongoing reassessment and could

be reversed if obstructions to its access arise.

If the PCAOB in the future is unable to conduct full inspections or investigations of

any audit firm that performs audit work in connection with Daokang’s financial statements, or of our principal auditor to the extent

any portion of its work is performed in the PRC or Hong Kong, our securities could become subject to a trading prohibition under the

HFCAA, and the market price and liquidity of our securities could be materially and adversely affected.

on the movement of cash into and out of the PRC may limit our ability to use Daokang’s cash flows to fund our operations or meet

our obligations .

PRC government imposes controls on the convertibility of the Renminbi into foreign currencies and the remittance of currency out of the

Daokang’s revenue is generated in Renminbi, and Daokang is subject to PRC laws and regulations governing dividend distributions,

statutory reserve requirements, foreign exchange administration, and withholding tax on payments to non-PRC affiliates.

our ability to access cash generated by Daokang to fund operations at our holding company or other subsidiaries, to service indebtedness,

or to make distributions to our shareholders may be limited, delayed, or subject to additional taxation.

In addition, the contractual

and governance arrangements through which we consolidate Daokang may further constrain the timing or manner in which we are able to access

Daokang’s cash flows.

Any inability to move cash out of the PRC efficiently, or any change in PRC laws or regulations affecting

cash transfers, could adversely affect our liquidity, capital structure, and ability to meet our obligations.

accounting for our consolidation of Daokang involves significant judgment and estimates, and adjustments during the measurement period

or in future periods could materially affect our reported results.

accounting for our consolidation of Daokang, including the determination that we are the primary beneficiary of Daokang for accounting

purposes, the remeasurement of our previously held equity interest, the recognition and measurement of identifiable assets acquired and

liabilities assumed, and the recognition of any goodwill or bargain purchase gain, involves the application of significant judgment and

the use of estimates regarding fair value.

The initial accounting may be recorded on a provisional basis and is subject to adjustment

during the measurement period.

Subsequent changes in facts and circumstances, including changes in the contractual or governance arrangements,

the loss of any of the rights on which our consolidation conclusion is based, or a determination that Daokang is no longer a variable

interest entity or that we are no longer its primary beneficiary, could require us to deconsolidate Daokang or to reassess the carrying

value of related assets and liabilities, any of which could have a material effect on our financial position and results of operations.

In addition, the carrying value of any goodwill or long-lived assets recognized in connection with the consolidation will be subject

to impairment testing, and the prior impairment of our investment in Daokang as of March 31, 2025 reflects the historical difficulty

we have experienced in obtaining reliable financial information from Daokang.

Relating to Intellectual Property

103 unchanged sentences

of March 31, 2026, we had no U.S.

patents and pending applications, and three registered non-U.S.

patents, one registered non-U.S.

and two pending non-U.S.

patent applications.

of March 31, 2024, we had no U.S.

patents and pending applications, and three registered non-U.S.

patents and pending applications, and nine registered non-U.S.

patents, one registered non-U.S.

and two pending non-U.S.

design patent and five pending non-U.S.

patent applications.

1 unchanged sentence

issued patents.

Even if we continue to seek patent protection in the future, we may be unable to obtain further patent protection for

our technology.

There can also be no assurance that our patents or application will be equally enforceable or otherwise protected by

the laws of non-U.S.

Even if we continue to seek patent protection in the future, we may be unable to obtain further patent protection

for our technology.

There can also be no assurance that our patents or application will be equally enforceable or otherwise

protected by the laws of non-U.S.

jurisdictions.

254 unchanged sentences

Consequently, our financial performance and the market price of our Ordinary Shares may be affected by changes in exchange

rates and controls, interest rates, volatility in and actual or perceived trends in trading activity on India’s principal stock

exchanges, prevailing economic conditions, changes in government policies, including taxation policies and foreign investment policies,

social and civil unrest and other political, social and economic developments in or affecting India.

The Government of India has exercised

and continues to exercise significant influence over many aspects of the Indian economy.

Since 1991, successive Indian governments have

generally pursued policies of economic liberalization and financial sector reforms, including by significantly relaxing restrictions

on the private sector.

Nevertheless, the role of the Indian central and state governments in the Indian economy as producers, consumers

and regulators has remained significant and we cannot assure you that such liberalization policies will continue.

The rate of economic

liberalization could change, and specific laws and policies affecting travel service companies, e-commerce, data, foreign investments,

currency exchange rates and other matters affecting investments in India could change as well or be subject to unfavorable changes, interpretations,

or uncertainty, including by reason of limited administrative or judicial precedents.

There can be no assurance that the Government of

India may not implement new regulations and policies, which will require us to obtain approvals and licenses or impose onerous requirements

and conditions on our operations.

A significant change in India’s policy of economic liberalization and deregulation or any social

or political uncertainties could adversely affect business, financial condition, results of operations and prospects.

Factors that may

adversely affect the Indian economy, and hence our results of operations, may include:

rates and controls, interest rates, volatility in and actual or perceived trends in trading activity on India’s principal

stock exchanges, prevailing economic conditions, changes in government policies, including taxation policies and foreign investment

policies, social and civil unrest and other political, social and economic developments in or affecting India.

The Government of

India has exercised and continues to exercise significant influence over many aspects of the Indian economy.

Since 1991, successive

Indian governments have generally pursued policies of economic liberalization and financial sector reforms, including by

significantly relaxing restrictions on the private sector.

Nevertheless, the role of the Indian central and state governments in the

Indian economy as producers, consumers and regulators has remained significant and we cannot assure you that such liberalization

policies will continue.

The rate of economic liberalization could change, and specific laws and policies affecting travel service

companies, e-commerce, data, foreign investments, currency exchange rates and other matters affecting investments in India could

change as well or be subject to unfavorable changes, interpretations, or uncertainty, including by reason of limited administrative

or judicial precedents.

There can be no assurance that the Government of India may not implement new regulations and policies, which

will require us to obtain approvals and licenses or impose onerous requirements and conditions on our operations.

A significant

change in India’s policy of economic liberalization and deregulation or any social or political uncertainties could adversely

affect business, financial condition, results of operations and prospects.

Factors that may adversely affect the Indian economy, and

hence our results of operations, may include:

macroeconomic climate, including any increase in Indian interest rates or inflation;

exchange rate fluctuations, the imposition of currency controls and restrictions on the right

to convert or repatriate currency or export assets;

scarcity of credit or other financing in India, resulting in an adverse effect on economic

conditions in India and scarcity of financing for our expansions;

exchange rate fluctuations, the imposition of currency controls and restrictions on the right to convert or repatriate currency or

export assets;

scarcity of credit or other financing in India, resulting in an adverse effect on economic conditions in India and scarcity of financing

for our expansions;

income conditions among Indian customers and Indian corporations;

pandemic or any other public health in India or in countries in the region or globally, including

in India’s various neighboring countries;

in, and actual or perceived trends in trading activity on, India’s principal stock

pandemic or any other public health in India or in countries in the region or globally, including in India’s various neighboring

in, and actual or perceived trends in trading activity on, India’s principal stock exchanges;

in India’s tax, trade, fiscal or monetary policies;

instability, terrorism or military conflict in India or in countries in the region or globally,

including in India’s various neighboring countries;

instability, terrorism or military conflict in India or in countries in the region or globally, including in India’s various

neighboring countries;

of natural or man-made disasters;

regional or global economic conditions, including in India’s principal export markets;

significant regulatory or economic developments in or affecting India or its consumption

significant regulatory or economic developments in or affecting India or its consumption sector;

international

business practices that may conflict with other customs or legal requirements to which we

are subject, including anti-bribery and anti-corruption laws;

business practices that may conflict with other customs or legal requirements to which we are subject, including anti-bribery and

anti-corruption laws;

protectionist

and other adverse public policies, including local content requirements, import/export tariffs,

increased regulations or capital investment requirements;

and other adverse public policies, including local content requirements, import/export tariffs, increased regulations or capital

investment requirements;

and communications challenges;

in developing any necessary partnerships with local businesses on commercially acceptable

terms or on a timely basis;

subject to the jurisdiction of foreign courts, including uncertainty of judicial processes

and difficulty enforcing contractual agreements or judgments in foreign legal systems or

incurring additional costs to do so.

in developing any necessary partnerships with local businesses on commercially acceptable terms or on a timely basis;

subject to the jurisdiction of foreign courts, including uncertainty of judicial processes and difficulty enforcing contractual agreements

or judgments in foreign legal systems or incurring additional costs to do so.

slowdown or perceived slowdown in the Indian economy, or in specific sectors of the Indian economy, could adversely affect our business,

131 unchanged sentences

our Ordinary Shares are publicly traded on The Nasdaq Global Market.

We cannot assure you that our ordinary shares will continue to be

listed on The Nasdaq Global Market.

In order to continue listing our securities on The Nasdaq Global Market, we will be required to maintain

Continued Listing Requirements as per Rule 5450, including, certain financial, distribution and share price levels, among others.

We cannot assure you that our Ordinary Shares will continue to

be listed on The Nasdaq Global Market.

In order to continue listing our securities on The Nasdaq Global Market, we will be required

to maintain Continued Listing Requirements as per Rule 5450, including, certain financial, distribution and share price levels,

among others.

Nasdaq delists our securities from trading on its exchange and the Company is not able to list its securities on another national securities

4 unchanged sentences

liquidity for such securities;

determination that our ordinary shares is a “penny stock” which will require

brokers trading in our ordinary shares to adhere to more stringent rules and possibly result

in a reduced level of trading activity in the secondary trading market for our securities;

determination that our Ordinary Shares is a “penny stock” which will require brokers trading in our Ordinary Shares to

adhere to more stringent rules and possibly result in a reduced level of trading activity in the secondary trading market for our

limited amount of news and analyst coverage;

16 unchanged sentences

of operations that vary from those of our competitors;

impact of the COVID-19 pandemic and its effect on our business and financial conditions;

in expectations as to our future financial performance, including financial estimates and

investment recommendations by securities analysts and investors;

impact of a pandemic such as COVID-19, and its effect on our business and financial conditions;

in expectations as to our future financial performance, including financial estimates and investment recommendations by securities

analysts and investors;

in the market prices of stocks generally;

1 unchanged sentence

announcements

by the Company or its competitors of significant contracts, acquisitions, joint ventures,

other strategic relationships or capital commitments;

by the Company or its competitors of significant contracts, acquisitions, joint ventures, other strategic relationships or capital

significant change in the Company’s management;

in general economic or market conditions or trends in the Company’s industry or markets;

in business or regulatory conditions, including new laws or regulations or new interpretations

of existing laws or regulations applicable to the Company’s business;

in business or regulatory conditions, including new laws or regulations or new interpretations of existing laws or regulations applicable

to the Company’s business;

sales of the Company’s Ordinary Shares or other securities;

perceptions or the investment opportunity associated with the Company’s ordinary shares

relative to other investment alternatives;

public’s response to press releases or other public announcements by the Company or

third parties, including the Company’s filings with the SEC;

involving the Company, the Company’s industry, or both, or investigations by regulators

into the Company’s operations or those of the Company’s competitors;

if any, that the Company provides to the public, any changes in this guidance or the Company’s

failure to meet this guidance;

perceptions or the investment opportunity associated with the Company’s Ordinary Shares relative to other investment

alternatives;

public’s response to press releases or other public announcements by the Company or third parties, including the Company’s

filings with the SEC;

involving the Company, the Company’s industry, or both, or investigations by regulators into the Company’s operations

or those of the Company’s competitors;

if any, that the Company provides to the public, any changes in this guidance or the Company’s failure to meet this guidance;

development and sustainability of an active trading market for the Company’s share;

1 unchanged sentence

in accounting standards, policies, guidelines, interpretations or principles;

events or factors, including those resulting from natural disasters, war, acts of terrorism

or responses to these events.

events or factors, including those resulting from natural disasters, war, acts of terrorism or responses to these events.

broad market and industry fluctuations may adversely affect the market price of our Ordinary Shares, regardless of our actual operating

4 unchanged sentences

the Company’s business regardless of the outcome of such litigation.

there are no current plans to pay cash dividends on our ordinary shares for the foreseeable future, you may not receive any return on

investment unless you sell your ordinary shares for a price greater than that which you paid for it.

Company intends to retain future earnings, if any, for future operations, expansion and debt repayment and there are no current plans

to pay any cash dividends for the foreseeable future.

The declaration, amount and payment of any future dividends on our ordinary shares

will be at the sole discretion of the Company’s board of directors.

The Company’s board of directors may take into account

general and economic conditions, the Company’s financial condition and results of operations, the Company’s available cash

and current and anticipated cash needs, capital requirements, contractual, legal, tax, and regulatory restrictions, implications on the

payment of dividends by the Company to its shareholders or by its subsidiaries to it and such other factors as the Company’s board

of directors may deem relevant.

In addition, the Company’s ability to pay dividends is limited by covenants of Roadzen’s

existing and outstanding indebtedness and may be limited by covenants of any future indebtedness the Company incurs.

As a result, you

may not receive any return on an investment in our ordinary shares unless you sell our ordinary shares for a price greater than that

which you paid for it.

If securities analysts do not publish research or reports about

the Company’s business or if they downgrade the Company’s share or the Company’s sector, the Company’s share

price and trading volume could decline.

The trading market for the Company’s ordinary

shares will rely in part on the research and reports that industry or financial analysts publish about the Company or its business.

Company will not control these analysts.

In addition, some financial analysts may have limited expertise with the Company’s model

and operations.

Furthermore, if one or more of the analysts who do cover the Company downgrade its shares or industry, or the shares

of any of its competitors, or publish inaccurate or unfavorable research about its business, the price of our shares could decline.

one or more of these analysts ceases coverage of the Company or fails to publish reports on it regularly, the Company could lose visibility

in the market, which in turn could cause its stock price or trading volume to decline.

Future issuances of debt securities and equity securities may

adversely affect the Company, including the market price of our ordinary shares, and may be dilutive to existing shareholders.

There is no assurance that the

Company will not incur debt or issue equity ranking senior to its ordinary shares.

Those securities will generally have priority upon

Such securities also may be governed by an indenture or other instrument containing covenants restricting its operating

Additionally, any convertible or exchangeable securities that the Company issues in the future may have rights, preferences

and privileges more favorable than those of its ordinary shares.

Because the Company’s decision to issue debt or equity in the

future will depend on market conditions and other factors beyond the Company’s control, it cannot predict or estimate the amount,

timing, nature or success of the Company’s future capital raising efforts.

The amount of ordinary shares issued in connection with

an investment or acquisition could constitute a material portion of the Company’s then-outstanding shares of ordinary shares.

issuance of additional securities in connection with investments or acquisitions may result in additional dilution to the Company’s

shareholders.

As a result, future capital-raising efforts may reduce the market price of the Company’s ordinary shares and be dilutive

to existing shareholders.

Anti-takeover provisions in the Company’s organizational

documents could delay or prevent a change of control.

The BVI Companies Act does not currently provide

anti-takeover measures, similar to some jurisdictions in the U.S.

Certain provisions of the

Company’s memorandum and articles of association (the “Memorandum and Articles of Association”) may have an anti-takeover

effect and may delay, defer or prevent a merger, acquisition, tender offer, takeover attempt or other change of control transaction that

a shareholder might consider in its best interest, including those attempts that might result in a premium over the market price for

the shares held by the Company’s shareholders.

These provisions, among other things:

● authorize the Company’s board of directors to issue preference

shares in one or more series and to designate the price, rights, preferences, privileges

and restrictions of such preference shares without any further vote or action by our shareholders;

● limit the ability of shareholders to requisition and convene general

meetings of shareholders;

● require advance notice procedures

with which shareholders must comply to nominate candidates to the Company’s board of

directors or to propose matters to be acted upon at a shareholders’ meeting, which

could preclude shareholders from bringing matters before annual or special meetings and delay

changes in the Company’s board of directors and also may discourage or deter a potential

acquirer from conducting a solicitation of proxies to elect the acquirer’s own slate

of directors or otherwise from attempting to obtain control of the Company;

● provide that directors may be removed only for cause and only

upon the unanimous approval of all other directors then in office or shareholders representing

at least two-thirds (2/3) of the shares entitled to vote at a meeting for the election of

● permit the Company’s board of directors to fill vacancies

created by the expansion of the Company’s board of directors or the resignation, death

or removal of a director.

Roadzen is a BVI company and, because judicial precedent regarding

the rights of members is more limited under BVI law than that under U.S.

law, you may have less protection for your member rights than

you would under U.S.

Our corporate affairs will be governed by the

Memorandum and Articles of Association, as amended and restated from time to time, the BVI Companies Act and the common law of the BVI.

The rights of members to take action against the directors, actions by minority members and the fiduciary responsibilities of the Company’s

directors to the Company under BVI law are to a large extent governed by the common law of the BVI.

The common law of the BVI is derived

in part from comparatively limited judicial precedent in the BVI as well as that from English common law, which has persuasive, but not

binding, authority on a court in the BVI.

The rights of the Company’s members and the fiduciary responsibilities of its directors

under BVI law are not as clearly established as they would be under statutes or judicial precedent in some jurisdictions in the U.S.

In particular, the BVI has a less exhaustive body of securities laws than the U.S.

there are no current plans to pay cash dividends on our Ordinary Shares for the foreseeable future, you may not receive any return

on investment unless you sell your Ordinary Shares for a price greater than that which you paid for it.

Company intends to retain future earnings, if any, for future operations, expansion and debt repayment and there are no current

plans to pay any cash dividends for the foreseeable future.

The declaration, amount and payment of any future dividends on our

Ordinary Shares will be at the sole discretion of the Company’s board of directors.

The Company’s board of directors may

take into account general and economic conditions, the Company’s financial condition and results of operations, the

Company’s available cash and current and anticipated cash needs, capital requirements, contractual, legal, tax, and regulatory

restrictions, implications on the payment of dividends by the Company to its shareholders or by its subsidiaries to it and such

other factors as the Company’s board of directors may deem relevant.

In addition, the Company’s ability to pay dividends

is limited by covenants of Roadzen’s existing and outstanding indebtedness and may be limited by covenants of any future

indebtedness the Company incurs.

As a result, you may not receive any return on an investment in our Ordinary Shares unless you sell

our Ordinary Shares for a price greater than that which you paid for it.

securities analysts do not publish research or reports about the Company’s business or if they downgrade the Company’s share

or the Company’s sector, the Company’s share price and trading volume could decline.

trading market for the Company’s Ordinary Shares will rely in part on the research and reports that industry or financial

analysts publish about the Company or its business.

The Company will not control these analysts.

In addition, some financial

analysts may have limited expertise with the Company’s model and operations.

Furthermore, if one or more of the analysts who

do cover the Company downgrade its shares or industry, or the shares of any of its competitors, or publish inaccurate or unfavorable

research about its business, the price of our shares could decline.

If one or more of these analysts ceases coverage of the Company

or fails to publish reports on it regularly, the Company could lose visibility in the market, which in turn could cause its stock

price or trading volume to decline.

issuances of debt securities and equity securities may adversely affect the Company, including the market price of our Ordinary Shares,

and may be dilutive to existing shareholders.

is no assurance that the Company will not incur debt or issue equity ranking senior to its Ordinary Shares.

Those securities will

generally have priority upon liquidation.

Such securities also may be governed by an indenture or other instrument containing

covenants restricting its operating flexibility.

Additionally, any convertible or exchangeable securities that the Company issues in

the future may have rights, preferences and privileges more favorable than those of its Ordinary Shares.

Because the Company’s

decision to issue debt or equity in the future will depend on market conditions and other factors beyond the Company’s

control, it cannot predict or estimate the amount, timing, nature or success of the Company’s future capital raising efforts.

The amount of Ordinary Shares issued in connection with an investment or acquisition could constitute a material portion of the

Company’s then-outstanding shares of Ordinary Shares.

Any issuance of additional securities in connection with investments or

acquisitions may result in additional dilution to the Company’s shareholders.

As a result, future capital-raising efforts may

reduce the market price of the Company’s Ordinary Shares and be dilutive to existing shareholders.

Anti-takeover

provisions in the Company’s organizational documents could delay or prevent a change of control.

BVI Companies Act does not currently provide anti-takeover measures, similar to some jurisdictions in the U.S.

provisions of the Company’s memorandum and articles of association (the “Memorandum and Articles of Association”) may

have an anti-takeover effect and may delay, defer or prevent a merger, acquisition, tender offer, takeover attempt or other change of

control transaction that a shareholder might consider in its best interest, including those attempts that might result in a premium over

the market price for the shares held by the Company’s shareholders.

provisions, among other things:

the Company’s board of directors to issue preference shares in one or more series and to designate the price, rights, preferences,

privileges and restrictions of such preference shares without any further vote or action by our shareholders;

the ability of shareholders to requisition and convene general meetings of shareholders;

advance notice procedures with which shareholders must comply to nominate candidates to the Company’s board of directors or

to propose matters to be acted upon at a shareholders’ meeting, which could preclude shareholders from bringing matters before

annual or special meetings and delay changes in the Company’s board of directors and also may discourage or deter a potential

acquirer from conducting a solicitation of proxies to elect the acquirer’s own slate of directors or otherwise from attempting

to obtain control of the Company;

that directors may be removed only for cause and only upon the unanimous approval of all other directors then in office or shareholders

representing at least two-thirds (2/3) of the shares entitled to vote at a meeting for the election of directors;

the Company’s board of directors to fill vacancies created by the expansion of the Company’s board of directors or the

resignation, death or removal of a director.

is a BVI company and, because judicial precedent regarding the rights of members is more limited under BVI law than that under U.S.

you may have less protection for your member rights than you would under U.S.

corporate affairs will be governed by the Memorandum and Articles of Association, as amended and restated from time to time, the BVI

Companies Act and the common law of the BVI.

The rights of members to take action against the directors, actions by minority members

and the fiduciary responsibilities of the Company’s directors to the Company under BVI law are to a large extent governed by the

common law of the BVI.

The common law of the BVI is derived in part from comparatively limited judicial precedent in the BVI as well

as that from English common law, which has persuasive, but not binding, authority on a court in the BVI.

The rights of the Company’s

members and the fiduciary responsibilities of its directors under BVI law are not as clearly established as they would be under statutes

or judicial precedent in some jurisdictions in the U.S.

In particular, the BVI has a less exhaustive body of securities laws than the

In addition, some U.S.

states, such as Delaware, have

more fully developed and judicially interpreted bodies of corporate law than the BVI.

There is no statutory recognition in the BVI of

judgments obtained in the U.S., although the courts of the BVI will in certain circumstances recognize and enforce a non-penal judgment

of a foreign court of competent jurisdiction without retrial on the merits.

As a result of all of the above, public members may have

more difficulty in protecting their interests in the face of actions taken by management, members of the board of directors or controlling

members than they would as members of a U.S.

states, such as Delaware, have more fully developed and judicially interpreted bodies of corporate law than

There is no statutory recognition in the BVI of judgments obtained in the U.S., although the courts of the BVI will in certain

circumstances recognize and enforce a non-penal judgment of a foreign court of competent jurisdiction without retrial on the merits.

As a result of all of the above, public members may have more difficulty in protecting their interests in the face of actions taken by

management, members of the board of directors or controlling members than they would as members of a U.S.

public company.

It may be difficult for you to enforce any judgment obtained

in the United States against us, our directors or executive officers or our affiliates.

India has reciprocal recognition and enforcement

of judgments in civil and commercial matters with only a limited number of jurisdictions, such as the United Kingdom;

however, no reciprocity

has been established with the U.S.

In order to be enforceable, a judgment from a jurisdiction with reciprocity must meet certain requirements

of the Indian Code of Civil Procedure, 1908, as amended from time to time (the “Civil Code”).

The Civil Code only permits

the enforcement and execution of monetary decrees in the reciprocating jurisdiction, not being in the nature of any amounts payable in

respect of taxes, other charges, fines or penalties.

Judgments or decrees from jurisdictions which do not have reciprocal recognition

with India may be enforced in India only by a fresh suit upon the foreign judgment and not by proceedings in execution.

The suit must

be brought in India within three (3) years from the date of judgment in the same manner as any other suit filed to enforce a civil liability

may be difficult for you to enforce any judgment obtained in the United States against us, our directors or executive officers or our

has reciprocal recognition and enforcement of judgments in civil and commercial matters with only a limited number of jurisdictions,

such as the United Kingdom;

however, no reciprocity has been established with the U.S.

In order to be enforceable, a judgment from a

jurisdiction with reciprocity must meet certain requirements of the Indian Code of Civil Procedure, 1908, as amended from time to time

(the “Civil Code”).

The Civil Code only permits the enforcement and execution of monetary decrees in the reciprocating jurisdiction,

not being in the nature of any amounts payable in respect of taxes, other charges, fines or penalties.

Judgments or decrees from jurisdictions

which do not have reciprocal recognition with India may be enforced in India only by a fresh suit upon the foreign judgment and not by

proceedings in execution.

The suit must be brought in India within three (3) years from the date of judgment in the same manner as any

other suit filed to enforce a civil liability in India.

Generally, there are considerable delays in the disposal of suits by Indian courts.

It is unlikely that a court in India would

award damages on the same basis as a foreign court if an action were to be brought in India.

Furthermore, it is unlikely that an Indian

court would enforce foreign judgments if that court was of the view that the amount of damages awarded was excessive or inconsistent

with Indian practice.

It is unlikely that a court in India would award damages on the same basis as a foreign court if an action were to be brought in India.

Furthermore, it is unlikely that an Indian court would enforce foreign judgments if that court was of the view that the amount of damages

awarded was excessive or inconsistent with Indian practice.

Some remedies available under the laws of U.S.

jurisdictions, including remedies available under the U.S.

securities laws, may not be allowed in Indian courts if contrary to public policy in India.

A party seeking to enforce a foreign judgment

in India is required to obtain prior approval from the Reserve Bank of India to repatriate any amount recovered.

Any judgment in a foreign

currency would be converted into Indian Rupees on the date of the judgment and not on the date of the payment.

We cannot predict whether

a suit brought in an Indian court will be disposed of in a timely manner or be subject to considerable delays.

Because we are incorporated under the laws of the British Virgin

Islands, shareholders may face difficulties in effecting service of legal process, protecting their interests, and their ability to protect

their rights through the U.S.

jurisdictions, including remedies

available under the U.S.

federal securities laws, may not be allowed in Indian courts if contrary to public policy in India.

seeking to enforce a foreign judgment in India is required to obtain prior approval from the Reserve Bank of India to repatriate any

amount recovered.

Any judgment in a foreign currency would be converted into Indian Rupees on the date of the judgment and not on the

date of the payment.

We cannot predict whether a suit brought in an Indian court will be disposed of in a timely manner or be subject

to considerable delays.

we are incorporated under the laws of the British Virgin Islands, shareholders may face difficulties in effecting service of legal process,

protecting their interests, and their ability to protect their rights through the U.S.

Federal courts may be limited.

We are incorporated under the laws of the British

Virgin Islands.

As a result, it may be difficult for investors to effect service of process within the United States upon the Company’s

directors or officers, or enforce judgments obtained in the United States courts against the Company’s directors or officers.

The Company is a British Virgin Islands company

and substantially a majority of its assets are located outside of the U.S.

A majority of its current operations are conducted in Europe

are incorporated under the laws of the British Virgin Islands.

As a result, it may be difficult for investors to effect service of process

within the United States upon the Company’s directors or officers, or enforce judgments obtained in the United States courts against

the Company’s directors or officers.

Company is a British Virgin Islands company and substantially a majority of its assets are located outside of the U.S.

A majority of

its current operations are conducted in Europe and India.

In addition, some of its directors and officers reside outside the U.S.

As a result, it may be difficult for you to effect

service of process within the U.S.

a result, it may be difficult for you to effect service of process within the U.S.

or elsewhere upon these persons.

It may also be difficult for you to enforce in Europe, India or British

Virgin Islands courts judgments obtained in U.S.

courts based on the civil liability provisions of the U.S.

federal securities laws against

the Company and its officers and directors, and the majority of whose assets are located outside of the U.S.

It may be difficult or impossible

for you to bring an action against the Company in the British Virgin Islands if you believe your rights under the U.S.

securities laws

have been infringed.

In addition, there is uncertainty as to whether the courts of the British Virgin Islands, Europe or India would

recognize or enforce judgments of U.S.

courts against the Company or such persons predicated upon the civil liability provisions of the

securities laws of the U.S.

or any state, and it is uncertain whether such British Virgin Islands, European or Indian courts would hear

original actions brought in the British Virgin Islands, Europe or India against the Company or such persons predicated upon the securities

laws of the U.S.

It may also be difficult

for you to enforce in Europe, India or British Virgin Islands courts judgments obtained in U.S.

courts based on the civil liability provisions

federal securities laws against the Company and its officers and directors, and the majority of whose assets are located

outside of the U.S.

It may be difficult or impossible for you to bring an action against the Company in the British Virgin Islands if

you believe your rights under the U.S.

securities laws have been infringed.

In addition, there is uncertainty as to whether the courts

of the British Virgin Islands, Europe or India would recognize or enforce judgments of U.S.

courts against the Company or such persons

predicated upon the civil liability provisions of the securities laws of the U.S.

or any state, and it is uncertain whether such British

Virgin Islands, European or Indian courts would hear original actions brought in the British Virgin Islands, Europe or India against

the Company or such persons predicated upon the securities laws of the U.S.

or any state.

There is no statutory recognition in the British

Virgin Islands of judgments obtained in the United States, although the courts of the British Virgin Islands will in certain circumstances

recognize such a foreign judgment and treat it as a cause of action in itself which may be sued upon as a debt at common law so that

no retrial of the issues would be necessary provided that the U.S.

court issuing the judgment had jurisdiction in the matter

and the Company either submitted to such jurisdiction or was resident or carrying on business

within such jurisdiction and was duly served with process;

● is final and for a liquidated sum;

● the judgment given by the U.S.

court was not in respect of penalties,

taxes, fines or similar fiscal or revenue obligations of the Company;

● in obtaining judgment there was no fraud on the part of the person

in whose favor judgment was given or on the part of the court;

● recognition or enforcement of the judgment would not be contrary

to public policy in the British Virgin Islands;

● the proceedings pursuant to which judgment was obtained were not

contrary to natural justice.

The courts of the British Virgin Islands are also

● to recognize or enforce against the Company judgments of courts

of the United States based on certain civil liability provisions of U.S.

securities laws

where that liability is in respect of penalties, taxes, fines or similar fiscal or revenue

obligations of the Company;

● to impose liabilities against the Company, in original actions

brought in the British Virgin Islands, based on certain civil liability provisions of U.S.

is no statutory recognition in the British Virgin Islands of judgments obtained in the United States, although the courts of the British

Virgin Islands will in certain circumstances recognize such a foreign judgment and treat it as a cause of action in itself which may

be sued upon as a debt at common law so that no retrial of the issues would be necessary provided that the U.S.

court issuing the judgment had jurisdiction in the matter and the Company either submitted to such jurisdiction or was resident

or carrying on business within such jurisdiction and was duly served with process;

final and for a liquidated sum;

judgment given by the U.S.

court was not in respect of penalties, taxes, fines or similar fiscal or revenue obligations of the Company;

obtaining judgment there was no fraud on the part of the person in whose favor judgment was given or on the part of the court;

or enforcement of the judgment would not be contrary to public policy in the British Virgin Islands;

proceedings pursuant to which judgment was obtained were not contrary to natural justice.

courts of the British Virgin Islands are also unlikely:

recognize or enforce against the Company judgments of courts of the United States based on certain civil liability provisions of

securities laws where that liability is in respect of penalties, taxes, fines or similar fiscal or revenue obligations of the

impose liabilities against the Company, in original actions brought in the British Virgin Islands, based on certain civil liability

provisions of U.S.

securities laws that are penal in nature.

As a result of all of the above, public shareholders

may have more difficulty in protecting their interests in the face of actions taken by management, members of the board of directors

or controlling shareholders than they would as public shareholders of a U.S.

Handling of mail

Mail addressed to the Company and received at

its registered office will be forwarded unopened to the forwarding address supplied by Company to be dealt with.

None of the Company,

its directors, officers, advisors or service providers (including the organization which provides registered office services in the BVI)

will bear any responsibility for any delay howsoever caused in mail reaching the forwarding address.

The Company may be subject to securities litigation, which is

expensive and could divert management attention.

The market price of our ordinary shares may be

volatile and, in the past, companies that have experienced volatility in the market price of their stock have been subject to securities

class action litigation.

The Company may be the target of this type of litigation in the future.

Securities litigation against the Company

could result in substantial costs and divert management’s attention from other business concerns, which could seriously harm its

Risks Relating Our Ordinary Shares

We are subject to increased costs as a result of operating as

a public company, and our management is required to devote substantial time to new compliance initiatives.

As a public company, we incur significant legal,

accounting and other expenses that we did not incur as a private company, including costs associated with public company reporting requirements.

The Sarbanes-Oxley Act of 2002, as amended, or Sarbanes-Oxley Act, as well as rules subsequently adopted by the SEC and The Nasdaq Global

Market to implement provisions of the Sarbanes-Oxley Act, impose significant requirements on public companies, including requiring establishment

and maintenance of effective disclosure and financial controls and changes in corporate governance practices.

Further, in July 2010,

the Dodd-Frank Wall Street Reform and Consumer Protection Act, or the Dodd-Frank Act, was enacted.

There are significant corporate governance

and executive compensation related provisions in the Dodd-Frank Act that require the SEC to adopt additional rules and regulations in

these areas, such as “say on pay” and proxy access.

Emerging growth companies may implement many of these requirements over

a longer period of up to five years from the pricing of this offering.

We intend to take advantage of these extended transition periods

but cannot guarantee that we will not be required to implement these requirements sooner than budgeted or planned and thereby incur unexpected

Stockholder activism, the current political environment and the current high level of government intervention and regulatory

reform may lead to substantial new regulations and disclosure obligations, which may lead to additional compliance costs and impact the

manner in which we operate our business in ways we cannot currently anticipate.

The rules and regulations applicable to public

companies have substantially increased our legal and financial compliance costs and make some activities more time-consuming and costly.

If these requirements divert the attention of our management and personnel from other business concerns, they could have a material adverse

effect on our business, financial condition, and results of operations.

The increased costs will decrease our net income and may require

us to reduce costs in other areas of our business or increase the prices of our products or services.

For example, these rules and regulations

made it more difficult and more expensive for us to obtain director and officer liability insurance and we may be required to incur substantial

costs in the future to maintain the same or similar coverage.

We cannot predict or estimate the amount or timing of additional costs

we may incur to respond to these requirements.

The impact of these requirements could also make it more difficult for us to attract and

retain qualified persons to serve on our board of directors, our board committees or as executive officers.

If we fail to develop or maintain an effective system of internal

controls, we may not be able to accurately report our financial results or prevent fraud.

As a result, current and potential stockholders

could lose confidence in our financial reporting, which would harm our business and the trading price of our ordinary shares.

Effective internal controls are necessary for

us to provide reliable financial reports, prevent fraud and operate successfully as a public company.

If we cannot provide reliable financial

reports or prevent fraud, our reputation and operating results would be harmed.

We cannot be certain that our efforts to develop and

maintain our internal controls will be successful, that we will be able to maintain adequate controls over our financial processes and

reporting in the future or that we will be able to comply with our obligations under Section 404 of the Sarbanes-Oxley Act of 2002.

failure to develop or maintain effective internal controls, or difficulties encountered in implementing or improving our internal controls,

could harm our operating results or cause us to fail to meet our reporting obligations.

Ineffective internal controls could also cause

investors to lose confidence in our reported financial information, which would likely have a negative effect on the trading price of

our ordinary shares.

Our disclosure controls and procedures may not prevent or detect

all errors or acts of fraud.

Our disclosure controls and procedures are designed

to reasonably assure that information required to be disclosed by us in reports we file or submit under the Exchange Act is accumulated

and communicated to management, recorded, processed, summarized and reported within the time periods specified in the rules and forms

We believe that any disclosure controls and procedures or internal controls and procedures, no matter how well conceived

and operated, can provide only reasonable, not absolute, assurance that the objectives of the control system are met.

These inherent

limitations include the realities that judgments in decision-making can be faulty, and that breakdowns can occur because of simple error

Additionally, controls can be circumvented by the individual acts of some persons, by collusion of two or more people or

by an unauthorized override of the controls.

Accordingly, because of the inherent limitations in our control system, misstatements, or

insufficient disclosures due to error or fraud may occur and not be detected.

Raising additional capital may cause dilution to our shareholders,

including purchasers of ordinary shares in this offering.

To the extent that we raise additional capital

through the sale of ordinary shares or securities convertible or exchangeable into ordinary shares, your ownership interest will be diluted,

and the terms of these securities may include liquidation or other preferences that materially adversely affect your rights as a shareholder

of ordinary shares.

Debt financing, if available, would increase our fixed payment obligations and may involve agreements that include

covenants limiting or restricting our ability to take specific actions, such as incurring additional debt, making capital expenditures

or declaring dividends.

We are an emerging growth company and a smaller reporting company,

and we cannot be certain if the reduced reporting requirements applicable to emerging growth companies and smaller reporting companies

will make our ordinary shares less attractive to investors.

We are an emerging growth company, as defined

in the Jumpstart Our Business Startups Act, or JOBS Act, enacted in April 2012.

For as long as we continue to be an emerging growth company,

we intend to take advantage of exemptions from various reporting requirements that are applicable to other public companies that are

not emerging growth companies.

These include, but are not limited to, exemption from auditor attestation requirements of Section 404

of the Sarbanes-Oxley Act, reduced executive compensation disclosure obligations, in this Annual Report, our periodic reports and our

proxy statements, and an exemption from the requirements of holding nonbinding advisory votes on executive compensation, and stockholder

approval of any golden parachute payments not previously approved.

We could be an emerging growth company for up to five years following

the year in which we complete this offering, although circumstances could cause us to lose that status earlier.

We will remain an emerging

growth company until the earlier of:

(i) the last day of the fiscal year in which we have total annual gross revenues of $1.235 billion

(ii) the last day of our fiscal year following the fifth anniversary of the date of the completion of our initial public offering;

(iii) the date on which we have issued more than $1 billion in non-convertible debt during the prior three-year period;

or (iv) the date

on which we are deemed to be a large accelerated filer under the rules of the SEC.

Under the JOBS Act, emerging growth companies

can also delay adopting new or revised accounting standards until such time as those standards apply to private companies.

We have elected

to not “opt out” of this exemption from complying with new or revised accounting standards and, therefore, we will adopt

new or revised accounting standards at the time private companies adopt the new or revised accounting standard and will do so until such

time that we either (i) irrevocably elect to “opt out” of such extended transition period or (ii) no longer qualify as an

emerging growth company.

Even after we no longer qualify as an emerging growth company, we may still qualify as a “smaller reporting

company,” which would allow us to continue to take advantage of many of the same exemptions from disclosure requirements and reduced

disclosure obligations regarding executive compensation in this Annual Report and our periodic reports and proxy statements.

We cannot predict if investors will find our ordinary

shares less attractive because we may rely on these exemptions.

If some investors find our ordinary shares less attractive as a result,

there may be a less active trading market for our ordinary shares and our stock price may be more volatile.

Because we do not anticipate paying any cash dividends on our

capital stock in the foreseeable future, capital appreciation, if any, will be your sole source of gain.

We do not intend to pay cash dividends on our

capital stock.

We currently intend to retain all of our future earnings, if any, to finance the growth and development of our business.

As a result, capital appreciation, if any, of our ordinary shares will be your sole source of gain for the foreseeable future.

Our actual financial results may differ materially from any

guidance we may publish from time to time.

We may, from time to time, provide guidance regarding

our future performance that represents our management’s estimates as of the date such guidance is provided.

Any such guidance would

be based upon a number of assumptions with respect to future business decisions (some of which may change) and estimates, while presented

with numerical specificity, are inherently subject to significant business, economic, and competitive uncertainties and contingencies

(many of which are beyond our control).

Guidance is necessarily speculative in nature and it can be expected that some or all the assumptions

that inform such guidance will not materialize or will vary significantly from actual results.

Our ability to meet any forward-looking

guidance is affected by a number of factors, including, but not limited to, other risks to our business described in this “Risk

Factors” section.

Accordingly, our guidance is only an estimate of what management believes is realizable as of the date such guidance

Actual results may vary from such guidance and the variations may be material.

Investors should also recognize the reliability

of any forecasted financial data diminishes the farther into the future the data is forecast.

In light of the foregoing, investors should

not place undue reliance on our financial guidance and should carefully consider any guidance we may publish in context.

a result of all of the above, public shareholders may have more difficulty in protecting their interests in the face of actions taken

by management, members of the board of directors or controlling shareholders than they would as public shareholders of a U.S.

addressed to the Company and received at its registered office will be forwarded unopened to the forwarding address supplied by Company

to be dealt with.

None of the Company, its directors, officers, advisors or service providers (including the organization which provides

registered office services in the BVI) will bear any responsibility for any delay howsoever caused in mail reaching the forwarding address.

Company may be subject to securities litigation, which is expensive and could divert management attention.

market price of our Ordinary Shares may be volatile and, in the past, companies that have experienced volatility in the market price

of their stock have been subject to securities class action litigation.

The Company may be the target of this type of litigation in the

Securities litigation against the Company could result in substantial costs and divert management’s attention from other

business concerns, which could seriously harm its business.

Relating Our Ordinary Shares

are subject to increased costs as a result of operating as a public company, and our management is required to devote substantial time

to new compliance initiatives.

a public company, we incur significant legal, accounting and other expenses that we did not incur as a private company, including costs

associated with public company reporting requirements.

The Sarbanes-Oxley Act of 2002, as amended, or Sarbanes-Oxley Act, as well as

rules subsequently adopted by the SEC and The Nasdaq Global Market to implement provisions of the Sarbanes-Oxley Act, impose significant

requirements on public companies, including requiring establishment and maintenance of effective disclosure and financial controls and

changes in corporate governance practices.

Further, in July 2010, the Dodd-Frank Wall Street Reform and Consumer Protection Act, or the

Dodd-Frank Act, was enacted.

There are significant corporate governance and executive compensation related provisions in the Dodd-Frank

Act that require the SEC to adopt additional rules and regulations in these areas, such as “say on pay” and proxy access.

Emerging growth companies may implement many of these requirements over a longer period of up to five years from the pricing of their initial public

We intend to take advantage of these extended transition periods but cannot guarantee that we will not be required to implement

these requirements sooner than budgeted or planned and thereby incur unexpected expenses.

Stockholder activism, the current political

environment and the current high level of government intervention and regulatory reform may lead to substantial new regulations and disclosure

obligations, which may lead to additional compliance costs and impact the manner in which we operate our business in ways we cannot currently

rules and regulations applicable to public companies have substantially increased our legal and financial compliance costs and make some

activities more time-consuming and costly.

If these requirements divert the attention of our management and personnel from other business

concerns, they could have a material adverse effect on our business, financial condition, and results of operations.

The increased costs

will decrease our net income and may require us to reduce costs in other areas of our business or increase the prices of our products

For example, these rules and regulations made it more difficult and more expensive for us to obtain director and officer

liability insurance and we may be required to incur substantial costs in the future to maintain the same or similar coverage.

predict or estimate the amount or timing of additional costs we may incur to respond to these requirements.

The impact of these requirements

could also make it more difficult for us to attract and retain qualified persons to serve on our board of directors, our board committees

or as executive officers.

we fail to develop or maintain an effective system of internal controls, we may not be able to accurately report our financial results

or prevent fraud.

As a result, current and potential stockholders could lose confidence in our financial reporting, which would harm

our business and the trading price of our Ordinary Shares.

internal controls are necessary for us to provide reliable financial reports, prevent fraud and operate successfully as a public company.

If we cannot provide reliable financial reports or prevent fraud, our reputation and operating results would be harmed.

certain that our efforts to develop and maintain our internal controls will be successful, that we will be able to maintain adequate

controls over our financial processes and reporting in the future or that we will be able to comply with our obligations under Section

404 of the Sarbanes-Oxley Act of 2002.

Any failure to develop or maintain effective internal controls, or difficulties encountered in

implementing or improving our internal controls, could harm our operating results or cause us to fail to meet our reporting obligations.

Ineffective internal controls could also cause investors to lose confidence in our reported financial information, which would likely

have a negative effect on the trading price of our Ordinary Shares.

disclosure controls and procedures may not prevent or detect all errors or acts of fraud.

disclosure controls and procedures are designed to reasonably assure that information required to be disclosed by us in reports we file

or submit under the Exchange Act is accumulated and communicated to management, recorded, processed, summarized and reported within the

time periods specified in the rules and forms of the SEC.

We believe that any disclosure controls and procedures or internal controls

and procedures, no matter how well conceived and operated, can provide only reasonable, not absolute, assurance that the objectives of

the control system are met.

These inherent limitations include the realities that judgments in decision-making can be faulty, and that

breakdowns can occur because of simple error or mistake.

Additionally, controls can be circumvented by the individual acts of some persons,

by collusion of two or more people or by an unauthorized override of the controls.

Accordingly, because of the inherent limitations in

our control system, misstatements, or insufficient disclosures due to error or fraud may occur and not be detected.

additional capital may cause dilution to our shareholders, including purchasers of ordinary shares in this offering.

the extent that we raise additional capital through the sale of Ordinary Shares or securities convertible or exchangeable into

Ordinary Shares, your ownership interest will be diluted, and the terms of these securities may include liquidation or other

preferences that materially adversely affect your rights as a shareholder of Ordinary Shares.

Debt financing, if available, would

increase our fixed payment obligations and may involve agreements that include covenants limiting or restricting our ability to take

specific actions, such as incurring additional debt, making capital expenditures or declaring dividends.

are an emerging growth company and a smaller reporting company, and we cannot be certain if the reduced reporting requirements applicable

to emerging growth companies and smaller reporting companies will make our Ordinary Shares less attractive to investors.

are an emerging growth company, as defined in the Jumpstart Our Business Startups Act, or JOBS Act, enacted in April 2012.

as we continue to be an emerging growth company, we intend to take advantage of exemptions from various reporting requirements that are

applicable to other public companies that are not emerging growth companies.

These include, but are not limited to, exemption from auditor

attestation requirements of Section 404 of the Sarbanes-Oxley Act, reduced executive compensation disclosure obligations, in this Annual

Report, our periodic reports and our proxy statements, and an exemption from the requirements of holding nonbinding advisory votes on

executive compensation, and stockholder approval of any golden parachute payments not previously approved.

We could be an emerging growth

company through March 31, 2027, although circumstances could cause us to lose that

status earlier.

We will remain an emerging growth company until the earlier of:

(i) the last day of the fiscal year in which we have

total annual gross revenues of $1.235 billion or more;

(ii) the last day of our fiscal year following the fifth anniversary of the date

of the completion of our initial public offering;

(iii) the date on which we have issued more than $1 billion in non-convertible debt

during the prior three-year period;

or (iv) the date on which we are deemed to be a large accelerated filer under the rules of the SEC.

the JOBS Act, emerging growth companies can also delay adopting new or revised accounting standards until such time as those standards

apply to private companies.

We have elected to not “opt out” of this exemption from complying with new or revised accounting

standards and, therefore, we will adopt new or revised accounting standards at the time private companies adopt the new or revised accounting

standard and will do so until such time that we either (i) irrevocably elect to “opt out” of such extended transition period

or (ii) no longer qualify as an emerging growth company.

Even after we no longer qualify as an emerging growth company, we may still

qualify as a “smaller reporting company,” which would allow us to continue to take advantage of many of the same exemptions

from disclosure requirements and reduced disclosure obligations regarding executive compensation in this Annual Report and our periodic

reports and proxy statements.

cannot predict if investors will find our Ordinary Shares less attractive because we may rely on these exemptions.

If some investors

find our Ordinary Shares less attractive as a result, there may be a less active trading market for our Ordinary Shares and our stock

price may be more volatile.

we do not anticipate paying any cash dividends on our capital stock in the foreseeable future, capital appreciation, if any, will be

your sole source of gain.

do not intend to pay cash dividends on our capital stock.

We currently intend to retain all of our future earnings, if any, to finance

the growth and development of our business.

As a result, capital appreciation, if any, of our Ordinary Shares will be your sole source

of gain for the foreseeable future.

actual financial results may differ materially from any guidance we may publish from time to time.

may, from time to time, provide guidance regarding our future performance that represents our management’s estimates as of the

date such guidance is provided.

Any such guidance would be based upon a number of assumptions with respect to future business decisions

(some of which may change) and estimates, while presented with numerical specificity, are inherently subject to significant business,

economic, and competitive uncertainties and contingencies (many of which are beyond our control).

Guidance is necessarily speculative

in nature and it can be expected that some or all the assumptions that inform such guidance will not materialize or will vary significantly

from actual results.

Our ability to meet any forward-looking guidance is affected by a number of factors, including, but not limited

to, other risks to our business described in this “Risk Factors” section.

Accordingly, our guidance is only an estimate of

what management believes is realizable as of the date such guidance is provided.

Actual results may vary from such guidance and the variations

may be material.

Investors should also recognize the reliability of any forecasted financial data diminishes the farther into the future

the data is forecast.

In light of the foregoing, investors should not place undue reliance on our financial guidance and should carefully

consider any guidance we may publish in context.

Compared sentence by sentence after normalising whitespace, quotation marks, case and digits, so re-formatting and restated figures do not read as changed language. Wording changes appear as one removal and one addition. The current filing and the prior one are authoritative.

What changed 10-K

Item 1A. Risk Factors