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Business Combinations
6 Months Ended
Sep. 30, 2023
Business Combinations [Abstract]  
Business combinations
19.
Business combinations
a)
Global Insurance Management Limited

During the period ended June 30, 2023, Predecessor Roadzen (on June 30, 2023) acquired 100% of the equity interests in Global Insurance Management Limited for a cash consideration of $3,998,000. Global Insurance Management Limited was incorporated in the United Kingdom and is engaged in the business of underwriting, pricing and distribution of Insurance products. As on September 30, 2023, the Company has transferred the entire consideration, however, Predecessor Roadzen exercises board control over Global Insurance Management from June 30, 2023. The financial results of Global Insurance Management have been included in the Company's consolidated financial statements from June 30, 2023 as the Company possess the power to direct the relevant activities of Global Insurance Management from the share purchase agreement date.

 

 

 

 

 

The major classes of assets and liabilities to which we have allocated the purchase price were as follows:

 

 

 

 

 

 

 

 

 

 

Cash and cash equivalents

 

 

 

 

 

 

 

 

10,997,974

 

Acquired Customer Contract (Refer Note 9)

 

 

 

 

 

 

 

 

1,157,920

 

Other assets

 

 

 

 

 

 

 

 

7,157,343

 

Other liabilities

 

 

 

 

 

 

 

 

(15,947,363

)

Net assets

 

 

 

 

 

 

 

 

3,365,874

 

Purchase consideration

 

 

 

 

 

 

 

 

3,998,000

 

Goodwill (Refer Note 19(d))

 

 

 

 

 

 

 

 

632,126

 

 

The excess of purchase consideration over the fair value of net tangible and identifiable intangible assets acquired was recorded as goodwill and is primarily attributed to the synergies expected from marketing expertise and penetration which the acquiree possesses.

Following are details of the purchase price allocated to the intangible assets acquired:

 

 

 

 

 

 

 

Amount

 

 

Weighted
average life

Acquired customer contracts

 

 

 

 

 

 

1,157,920

 

 

3 years

 

b)
National Automobile Club

During the period ended June 30, 2023, Predecessor Roadzen (on June 06, 2023) acquired 100% of the equity interests in National Automobile Club for a cash consideration of $2,100,000. National Automobile Club was incorporated in the United States of America and is engaged in the business of roadside assistance services. As of September 30, 2023, Predecessor Roadzen has transferred a consideration amounting to $1,750,000, however, Predecessor Roadzen exercises board control over National Automobile Club from June 06, 2023. The financial results of National Automobile Club have been included in the Company's consolidated financial statements from June 06, 2023 as the Company possess the power to direct the relevant activities of National Automobile Club from the share purchase agreement date.

The major classes of assets and liabilities to which we have allocated the purchase price were as follows:

 

 

 

 

 

 

 

 

 

 

Cash and cash equivalents

 

 

 

 

 

 

 

 

182,713

 

Intangible assets

 

 

 

 

 

 

 

 

13,384

 

Acquired Customer Contract (Refer Note 9)

 

 

 

 

 

 

 

 

870,027

 

Other assets

 

 

 

 

 

 

 

 

1,947,606

 

Other liabilities

 

 

 

 

 

 

 

 

(1,215,247

)

Net assets

 

 

 

 

 

 

 

 

1,798,483

 

Purchase consideration

 

 

 

 

 

 

 

 

2,100,000

 

Goodwill (Refer Note 19(d))

 

 

 

 

 

 

 

 

301,517

 

 

The excess of purchase consideration over the fair value of net tangible and identifiable intangible assets acquired was recorded as goodwill and is primarily attributed to the synergies expected from marketing expertise and penetration which the acquiree possesses.

Following are details of the purchase price allocated to the intangible assets acquired:

 

 

 

 

 

 

 

Amount

 

 

Weighted
average life

Acquired customer contracts

 

 

 

 

 

 

870,027

 

 

3 years

 

c)
FA Premium Insurance Broking Private Limited

During the period ended September 30, 2023, Predecessor Roadzen (on July 01, 2023) acquired 100% of the equity interests in FA Premium Insurance Broking Private Limited for a consideration of $1,279,820. FA Premium Insurance Broking Private Limited was incorporated in India and is engaged in the business of broking services. As of September 30, 2023, Predecessor Roadzen has transferred a consideration amounting to $1,204, however, Predecessor Roadzen exercises board control over FA Premium Insurance Broking Private Limited from July 01, 2023. As the share transfer is pending due to pending approval of IRDA which is an administrative process once the approval is received share transfer will be affected in the meantime the company has management control over the investee accordingly it has been consolidated with effect from July 01, 2023.

The major classes of assets and liabilities to which we have allocated the purchase price were as follows:

 

 

 

 

 

 

 

 

 

Cash and cash equivalents

 

 

 

 

 

 

 

 

72,430

 

Intangible assets

 

 

 

 

 

 

 

 

34,754

 

Acquired Customer Contract (Refer Note 9)

 

 

 

 

 

 

 

 

20,345

 

Acquired Distribution Network (Refer Note 9)

 

 

 

 

 

 

 

 

814,365

 

Other assets

 

 

 

 

 

 

 

 

670,182

 

Other liabilities

 

 

 

 

 

 

 

 

(736,298

)

Net assets

 

 

 

 

 

 

 

 

875,778

 

Purchase consideration

 

 

 

 

 

 

 

 

1,279,820

 

Goodwill (Refer Note 19(d))

 

 

 

 

 

 

 

 

404,042

 

The excess of purchase consideration over the fair value of net tangible and identifiable intangible assets acquired was recorded as goodwill and is primarily attributed to the synergies expected from marketing expertise and penetration which the acquiree possesses.

Following are details of the purchase price allocated to the intangible assets acquired:

 

 

 

 

 

 

Amount

 

 

Weighted
average life

Acquired Distribution Network

 

 

 

 

 

 

814,365

 

 

3 years

Acquired customer contracts

 

 

 

 

 

 

20,345

 

 

3 years

 

d)
Goodwill

 

 

 

 

 

 

 

As of
September 30,
2023

 

 

As of
March 31,
2023

 

Opening balance

 

 

 

 

 

 

996,441

 

 

 

1,725,293

 

Goodwill relating to acquisitions consummated during the year (refer note 19 (a), (b) & (c))

 

 

1,337,685

 

 

 

 

Less: Impairment recognized on goodwill during the year

 

 

 

 

 

(664,903

)

Effect of exchange rate changes

 

 

 

 

 

 

(29,967

)

 

 

(63,948

)

Closing balance

 

 

 

 

 

 

2,304,159

 

 

 

996,441

 

 

In the coming years, the Company has decided to shift its focus more on insurance distribution services rather than engaging into insurance support services. Due to the change in the business strategy, it is more likely than not that the carrying value of the distribution and marketing entities exceeded its fair value. As a result, the Company performed a goodwill impairment assessment during the year ended March 31, 2023, by comparing the fair value of the affected entities (FA Events and Media Private Limited, Peoplebay Consultancy Services Private Limited, Kintsugi Innovation Labs Private Limited) to its carrying value. Fair value was determined by using DCF (discounted cashflow method) which is a level 3 measurement. The carrying value of the affected entities exceeded its fair value and as a result, a goodwill impairment charge of $664,903 (including amount of $24,591 due to foreign exchange fluctuation) was recorded in consolidated statements of operations under the head "Impairment of goodwill and intangibles with definite life" during the year ended March 31, 2023.

The Company performed qualitative assessment for other entities and indicated that it is more likely than not that the fair value of the acquired entities exceeded its carrying value, therefore, did not result in an impairment.