Roadzen Inc. 10-K/A

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K/A (Amendment No. 1) (Mark One) ☒ ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended March 31 , 2025 OR ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 FOR THE TRANSITION PERIOD FROM TO Commission File Number 001-41094 ROADZEN INC. (Exact name of Registrant as specified in its Charter) British Virgin Islands 98-1600102 (State or other jurisdiction of incorporation or organization) (I.R.S. Employer Identification No.) 111 Anza Boulevard , Suite 109 Burlingame , California 94010 (Address of principal executive offices) (Zip Code) Registrant’s telephone number, including area code: (650) 414-3530 Securities registered pursuant to Section 12(b) of the Act: Title of each class Trading Symbol(s) Name of each exchange on which registered Ordinary Shares, par value $0.0001 per share RDZN The Nasdaq Stock Market LLC Warrants, each warrant exercisable for one ordinary share, each at an exercise price of $11.50 per share RDZNW The Nasdaq Stock Market LLC Securities registered pursuant to Section 12(g) of the Act: None Indicate by check mark if the Registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act. Yes ☐ No ☒ Indicate by check mark if the Registrant is not required to file reports pursuant to Section 13 or 15(d) of the Act. Yes ☐ No ☒ Indicate by check mark whether the Registrant: (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the Registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes ☒ No ☐ Indicate by check mark whether the Registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the Registrant was required to submit such files). Yes ☒ No ☐ Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, smaller reporting company, or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company,” and “emerging growth company” in Rule 12b-2 of the Exchange Act. Large accelerated filer ☐ Accelerated filer ☐ Non-accelerated filer ☒ Smaller reporting company ☒ Emerging growth company ☒ If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐ Indicate by check mark whether the registrant has filed a report on and attestation to its management’s assessment of the effectiveness of its internal control over financial reporting under Section 404(b) of the Sarbanes-Oxley Act (15 U.S.C. 7262(b)) by the registered public accounting firm that prepared or issued its audit report. ☐ If securities are registered pursuant to Section 12(b) of the Act, indicate by check mark whether the financial statements of the registrant included in the filing reflect the correction of an error to previously issued financial statements. ☐ Indicate by check mark whether any of those error corrections are restatements that required a recovery analysis of incentive-based compensation received by any of the registrant’s executive officers during the relevant recovery period pursuant to §240.10D-1(b). ☐ Indicate by check mark whether the Registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). YES ☐ NO ☒ The aggregate market value of the voting and non-voting common equity held by non-affiliates of the Registrant, based on the closing price of $1.19 per share of the Registrant’s ordinary shares on the Nasdaq Stock Market LLC on September 30, 2024, was $ 50,896,581 . The number of Registrant’s ordinary shares outstanding as of June 20, 2025 was 74,290,986 . Explanatory Note This Amendment No. 1 on Form 10-K/A (“Form 10-K/A”) to our Annual Report on Form 10-K for the fiscal year ended March 31, 2025, which was filed with the Securities and Exchange Commission on June 26, 2025 (the “Original Filing”), is being filed to include the information required by Item 15 under Part IV of this Form 10-K/A. When the Company filed the Original Filing, it unintentionally omitted a Consent from our Independent Registered Public Accounting Firm. As a result of this amendment, (1) the certifications pursuant to Section 302 and Section 906 of the Sarbanes-Oxley Act of 2002 filed as exhibits to the Original Filing, have been re-executed and re-filed as of the date of this Form 10-K/A; and (2) a Consent of our Independent Registered Public Accounting Firm dated November 19, 2025, relating to its reports dated June 26, 2025 is being filed. Accordingly, the exhibits listed under Item 15 of Part IV of this Form 10-K/A are being updated to reflect the consent and new certifications described above. All references to “we,” “us,” and “our,” or the “Company” in this Form 10-K/A refer to Roadzen Inc. Except for the foregoing amended information, this Form 10-K/A continues to describe conditions as of the date of the Original Filing, and we have not updated the disclosures contained herein to reflect events that occurred at a later date. Table of Contents Page PART IV Item 15. Exhibits, Financial Statement Schedules 1 i PART IV Item 15. Exhibits, Financial Statement Schedules. (a)(3) Exhibits. The following is a list of exhibits filed, furnished, or incorporated by reference as part of this Amendment No. 1 to our Annual Report on Form 10-K. Exhibit Index Incorporated by Reference Exhibit Number Description Form File Number Exhibit Filing Date 3.1 Amended and Restated Memorandum and Articles of Association of Roadzen Inc. 8-K 001-40194 3.1 9/26/2023 4.1 Form of Specimen Ordinary Shares Certificate of Roadzen Inc. 8-K 001-40194 4.1 9/26/2023 4.2 Form of Warrant Certificate of Roadzen Inc. 8-K 001-40194 4.2 9/26/2023 4.3 Warrant Agreement, dated November 22, 2021 8-K 001-40194 4.1 11/29/2021 4.4 Form of convertible debenture 8-K 001-40194 4.1 1/24/2024 4.5 Form of Senior Secured Notes (incorporated by reference to Exhibit 4.1 of Roadzen’s Current Report on Form 8-K (File No. 001-41094), filed with the Securities and Exchange Commission on April 4, 2024). 8-K 001-40194 4.1 4/4/2024 4.6 Amended and Restated Warrant 8-K 001-40194 4.1 3/5/2025 4.7 Form of Placement Agent Warrant 8-K 001-41094 4.1 1/6/2025 4.8 Form of Pre-Funded Warrant 8-K 001-41094 4.1 12/17/2024 4.9 Form of Representative Warrant 8-K 001-41094 4.2 12/17/2024 4.10 Amended and Restated Senior Secured Note, dated July 26, 2024 8-K 001-41094 4.1 7/30/2024 4.11 Form of Warrants. 8-K 001-41094 4.1 4/26/2024 10.1 Security Purchase Agreement, dated March 31, 2025 8-K 001-40194 10.1 4/1/2025 10.2 Form of Junior Convertible Note 8-K 001-40194 10.2 4/1/2025 10.3 † Forward Purchase Agreement, dated August 25, 2023 8-K 001-40194 10.1 8/25/2023 1 10.4 † Subscription Agreement, dated August 25, 2023 8-K 001-40194 10.2 8/25/2023 10.5 † Registration Rights Agreement, dated as of November 22, 2021, by and among Vahanna Tech Edge Acquisition I Corp., Vahanna LLC and Mizuho Securities USA LLC 8-K 001-40194 10.3 11/29/2021 10.6 † Form of Lock-up Agreement Amendment No.4 to Form S-4 333-269747 10.8 8/14/2023 10.7 Note Purchase Agreement, dated June 30, 2023, by and among Roadzen, Inc., Mizuho Securities USA LLC and other parties named thereto S-4 333-269747 10.11 7/30/2023 10.8 Form of Indemnification Agreement. 8-K 001-40194 10.7 9/6/2023 10.9 † Roadzen Inc. 2023 Omnibus Incentive Plan. (incorporated by reference to Exhibit 10.8 of Roadzen Inc.’s Current Report on Form 8-K (File No. 001-40194), filed with the Securities and Exchange Commission on September 26, 2023) 8-K 001-40194 10.8 9/26/2023 10.10 † Roadzen Inc. 2023 Employee Stock Purchase Plan. (incorporated by reference to Exhibit 10.9 of Roadzen Inc.’s Current Report on Form 8-K (File No. 001-40194), filed with the Securities and Exchange Commission on September 26, 2023) 8-K 001-40194 10.9 9/26/2023 10.11 Note Purchase Agreement, dated June 30, 2023, by and among Roadzen, Inc., Mizuho Securities USA LLC and other parties named thereto. Amendment No. 4 to Form S-4 333-269747 10.11 8/14/2023 10.12 Forward Purchase Agreement Confirmation Amendment dated as of January 30, 2024 8-K 001-41094 10.1 2/5/2024 10.13 Securities Purchase Agreement, dated as of December 15, 2023, between Roadzen Inc. and the investors party thereto from time to time 8-K 001-41094 10.1 1/24/2024 10.14 Letter agreement, dated as of January 19, 2024, between Roadzen Inc. and Supurna VedBrat. 8-K 001-41094 10.2 1/24/2024 10.15 Employment Agreement dated January 4, 2024 between Roadzen Inc. and Jean-Noël Gallardo (incorporated by reference to Exhibit 10.1 of Roadzen Inc.’s Current Report on Form 8-K (File No. 001-41094), filed with the Securities and Exchange Commission on January 8, 2024). 8-K 001-41094 10.1 1/8/2024 10.16 Securities Purchase Agreement, dated as of March 28, 2024 (incorporated by reference to Exhibit 10.1 of Roadzen Inc.’s Current Report on Form 8-K (File No. 001-41094), filed with the Securities and Exchange Commission on April 4, 2024). 8-K 001-41094 10.1 4/4/2024 10.17 Amendment No. 2 to Senior Secured Note Purchase Agreement, dated as of February 28, 2025. 8-K 001-41094 10.1 3/5/2025 10.18 Placement Agency Agreement, dated January 2, 2025 8-K 001-41094 10.1 1/6/2025 10.19 Form of Subscription Agreement, dated as of December 27, 2024 8-K 001-41094 10.1 1/2/2025 10.20 Form of Lock-Up Agreement, dated as of December 27, 2024 8-K 001-41094 10.2 1/2/2025 10.21 Underwriting Agreement dated December 15, 2024 between Roadzen Inc. and ThinkEquity LLC. 8-K 001-41094 1.1 12/17/2024 2 10.22 Form of Amendment No. 1 to Restricted Stock Unit Award Grant Notice and Restricted Stock Unit Award Agreement 8-K 001-41094 10.1 11/8/2024 10.23 Form of Lock-Up Amendment 8-K 001-41094 10.1 9/27/2024 10.24 Form of Binding Term Sheets dated as of July 18, 2024. 8-K 001-41094 10.1 7/22/2024 14.1 Code of Business Conduct (incorporated by reference to Exhibit 14.1 of Roadzen Inc.’s Current Report on Form 8-K (File No. 001-41094), filed with the Securities and Exchange Commission on September 26, 2023) . 8-K 001-41094 14.1 9/26/2023 19.1 Insider Trading Policy 10-K 001-41094 19.1 6/26/2025 21.1 List of Subsidiaries. 8-K 001-41094 21.1 9/26/2023 23.1* Consent of ASA & Associates LLP 31.1* Certification of Principal Executive Officer Pursuant to Rules 13a-14(a) and 15d-14(a) under the Securities Exchange Act of 1934, as Adopted Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002. 31.2* Certification of Principal Financial Officer Pursuant to Rules 13a-14(a) and 15d-14(a) under the Securities Exchange Act of 1934, as Adopted Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002. 32.1** Certification of Principal Executive Officer and Principal Financial Officer Pursuant to 18 U.S.C. Section 1350, as Adopted Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002. 97.1 Clawback Policy 10-K 001-41094 97.1 7/1/2024 101.INS* Inline XBRL Instance Document–the instance document does not appear in the Interactive Data File as its XBRL tags are embedded within the Inline XBRL document 101.SCH* Inline XBRL Taxonomy Extension Schema With Embedded Linkbase Documents 104* Cover Page Interactive Data File (embedded within the Inline XBRL document). * Filed herewith. ** Furnished herewith. † Management contract or compensatory plan or arrangement. 3 SIGNATURES Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, as amended, the Registrant has duly caused this Report to be signed on its behalf by the undersigned, thereunto duly authorized. ROADZEN INC. Date: November 19, 2025 By: /s/ Rohan Malhotra Name: Rohan Malhotra Title: Chief Executive Officer Pursuant to the requirements of the Securities Exchange Act of 1934, as amended, this Report has been signed below by the following persons on behalf of the Registrant in the capacities and on the dates indicated. Name Title Date /s/ Rohan Malhotra Chief Executive Officer and Director November 19, 2025 Rohan Malhotra (Principal Executive Officer) /s/ Jean-Noël Gallardo Chief Financial Officer November 19, 2025 Jean-Noël Gallardo (Principal Financial and Accounting Officer) /s/ Steven Carlson Chairman and Director November 19, 2025 Steven Carlson /s/ Supurna VedBrat Director November 19, 2025 Supurna VedBrat /s/ Zoë Ashcroft Director November 19, 2025 Zoë Ashcroft /s/ Diane B. Glossman Director November 19, 2025 Diane B. Glossman 4