What changed in this filing

/stocks — the workspaceLOADING

Item 9A. Controls and Procedures

2026-06-29 compared with 2025-06-26 · 2024 added, 2019 removed, 957 unchanged (81% of the section changed)

Controls and Procedures.

Limitations on effectiveness of controls and procedures

In designing and evaluating our disclosure controls

and procedures, management recognizes that any controls and procedures, no matter how well designed and operated, can provide only reasonable

assurance of achieving the desired control objectives.

In addition, the design of disclosure controls and procedures must reflect the

fact that there are resource constraints and that management is required to apply judgment in evaluating the benefits of possible controls

and procedures relative to their costs.

Evaluation of disclosure controls and procedures

Our management, with the participation of our

Chief Executive Officer and Chief Financial Officer, has evaluated, as of the end of the period covered by this Annual Report, the effectiveness

of Roadzen’ disclosure controls and procedures (as defined in Rules 13a-15e and 15d-15e under the Exchange Act).

Based on such

evaluation, our Chief Executive Officer and Chief Financial Officer concluded that Roadzen’ disclosure controls and procedures

were effective at the reasonable assurance level.

Management’s annual report on internal control over financial

As required by SEC rules and regulations implementing

Section 404 of the Sarbanes-Oxley Act, our management is responsible for establishing and maintaining adequate internal control over

financial reporting (as defined in Rules 13a-15(f) and 15d-15(f) under the Exchange Act).

Roadzen’ internal control over financial

reporting was designed to provide reasonable assurance regarding the reliability of financial reporting and the preparation of our financial

statements for external reporting purposes in accordance with GAAP.

Roadzen’ internal control over financial reporting includes

those policies and procedures that:

(1) pertain to the maintenance of records that, in reasonable detail,

accurately and fairly reflect the transactions and dispositions of the assets of our company,

(2) provide reasonable assurance that transactions are recorded as necessary

to permit preparation of financial statements in accordance with GAAP, and that our receipts

and expenditures are being made only in accordance with authorizations of our management

and directors, and

(3) provide reasonable assurance regarding prevention or timely detection

of unauthorized acquisition, use or disposition of our assets that could have a material

effect on the financial statements.

Our management conducted an assessment of the

effectiveness of our internal control over financial reporting based on the criteria set forth by the Committee of Sponsoring Organizations

of the Treadway Commission (COSO) in “Internal Control — Integrated Framework (2013).” Based on this assessment, our

management concluded that our internal control over financial reporting was effective as of March 31, 2025.

Attestation report of the registered public accounting firm

This Annual Report does not include an attestation

report of our independent registered public accounting firm due to an exemption established by the JOBS Act for “emerging growth

Changes in internal control over financial reporting

There were no changes in our internal control

over financial reporting (as defined in Rules 13a-15(f) and 15d-15(f) under the Exchange Act) during the year ended March 31, 2025 that

have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.

on effectiveness of controls and procedures

designing and evaluating our disclosure controls and procedures, management recognizes that any controls and procedures, no matter how

well designed and operated, can provide only reasonable assurance of achieving the desired control objectives.

In addition, the design

of disclosure controls and procedures must reflect the fact that there are resource constraints and that management is required to apply

judgment in evaluating the benefits of possible controls and procedures relative to their costs.

of disclosure controls and procedures

management, with the participation of our Chief Executive Officer and Chief Financial Officer, has evaluated, as of the end of the period

covered by this Annual Report, the effectiveness of Roadzen’ disclosure controls and procedures (as defined in Rules 13a-15e and

15d-15e under the Exchange Act).

Based on such evaluation, our Chief Executive Officer and Chief Financial Officer concluded that Roadzen’

disclosure controls and procedures were effective at the reasonable assurance level.

annual report on internal control over financial reporting

required by SEC rules and regulations implementing Section 404 of the Sarbanes-Oxley Act, our management is responsible for establishing

and maintaining adequate internal control over financial reporting (as defined in Rules 13a-15(f) and 15d-15(f) under the Exchange Act).

Roadzen’ internal control over financial reporting was designed to provide reasonable assurance regarding the reliability of financial

reporting and the preparation of our financial statements for external reporting purposes in accordance with GAAP.

Roadzen’ internal

control over financial reporting includes those policies and procedures that:

to the maintenance of records that, in reasonable detail, accurately and fairly reflect the transactions and dispositions of the

assets of our company,

reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance with

GAAP, and that our receipts and expenditures are being made only in accordance with authorizations of our management and directors,

reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use or disposition of our assets that

could have a material effect on the financial statements.

management conducted an assessment of the effectiveness of our internal control over financial reporting based on the criteria set forth

by the Committee of Sponsoring Organizations of the Treadway Commission (COSO) in “Internal Control — Integrated Framework

(2013).” Based on this assessment, our management concluded that our internal control over financial reporting was effective as

of March 31, 2026.

report of the registered public accounting firm

Annual Report does not include an attestation report of our independent registered public accounting firm due to an exemption established

by the JOBS Act for “emerging growth companies.”

in internal control over financial reporting

were no changes in our internal control over financial reporting (as defined in Rules 13a-15(f) and 15d-15(f) under the Exchange Act)

during the year ended March 31, 2026 that have materially affected, or are reasonably likely to materially affect, our internal control

over financial reporting.

Other Information.

Insider Trading Arrangements

No director or officer of the Company adopted or terminated any

contract, instruction or written plan for the purchase or sale of securities of the registrant intended to satisfy

the affirmative defense conditions of Rule 10b5-1(c);

or (ii) any “non-Rule 10b5-1 trading arrangement” as defined in paragraph

Disclosure Regarding Foreign Jurisdictions that Prevent

Not applicable.

Mizuho Agreements

On June 26, 2026, the Company entered

into Amendment No.

4 to the Note Purchase Agreement (the “Fourth Amendment”), by and among the Company, Roadzen (DE), the

Guarantor and Mizuho, which amended the Note Purchase Agreement.

Among other things, the Amendment provides (i) for an extension

of the maturity date of the $11.5 million in principal amount of the Mizuho Notes from December 31, 2025 to July 7, 2027, (ii) that the

Company will, by September 30, 2026, use commercially reasonable efforts to negotiate in good faith to enter into one or more financings

that would result in the reduction, refinancing, or repayment of the outstanding obligations of the Company to Mizuho in full.

June 26, 2026, the Company and Mizuho entered into a fee letter pursuant to which, among other things, the Company and Mizuho agreed

that the $3,000,000 Closing Payment payable by the Company to Mizuho pursuant to the terms of the Termination of Engagement Letters Agreement,

dated as of September 20, 2023, between the Company and Mizuho, will be due and payable on or before July 7, 2027, and that interest

will accrue on the Closing Payment at a rate of 3% per annum from April 1, 2026 until paid in full.

The foregoing descriptions of the

Fourth Amendment and the fee letter do not purport to be complete and are qualified in their entireties by reference to the full text

of the Fourth Amendment and the fee letter, copies of which are filed as Exhibits 10.36 and 10.37, respectively, to this Annual Report

and incorporated herein by reference.

Trading Arrangements

director or officer of the Company adopted or terminated any contract, instruction or written plan for the purchase or sale of securities

of the registrant intended to satisfy the affirmative defense conditions of Rule 10b5-1(c);

or (ii) any “non-Rule 10b5-1 trading

arrangement” as defined in paragraph (c) of Item 408 of Regulation S-K.

Disclosure Regarding Foreign Jurisdictions that Prevent Inspections.

Directors, Executive Officers and Corporate Governance.

Management and Board of Directors

The following persons currently serve as Roadzen’s

executive officers and directors.

For biographical information concerning the executive officers and directors, see below.

Rohan Malhotra

Chief Executive Officer and Director

Jean-Noël Gallardo

Chief Financial Officer

Chief Operating Officer

Saurav Adhikari

Steven Carlson

Chairman and Director

Supurna VedBrat

Executive Officers

Rohan Malhotra, Chief Executive Officer ,

serves as the Chief Executive Officer and a director of Roadzen.

Malhotra founded Roadzen (DE) in 2015 and has served as its Chief

Executive Officer since its inception.

and Board of Directors

following persons currently serve as Roadzen’s executive officers and directors.

For biographical information concerning the executive

officers and directors, see below.

Executive Officer and Director

Financial Officer

Operating Officer

Malhotra, Chief Executive Officer , serves as the Chief Executive Officer and a director of Roadzen.

Malhotra founded Roadzen

(DE) in 2015 and has served as its Chief Executive Officer since its inception.

Previously, Mr.

Malhotra served as the Chief Executive Officer of Avacara Global Solutions, an

enterprise software and data analytics company that provided product development services to Fortune 500 companies, from June 2011 to

Malhotra holds a bachelor’s degree in Engineering from NSIT, Delhi University, India and a master’s degree

in Electrical and Computer Engineering from Carnegie Mellon University where he studied robotics, AI and control systems.

Malhotra, as the founder of Roadzen, has years of experience operating Roadzen and is committed to its continued growth, making

him a qualified to serve as a director.

Jean-Noël Gallardo, Chief Financial Officer ,

serves as the Chief Financial Officer of Roadzen.

Prior to his appointment as Roadzen’s CFO, Mr.

Gallardo, served as Roadzen’s

Interim Global Chief Financial Officer since October 2023, and prior to that was Vice President of Finance at Aclaimant, Inc., an Insurtech

platform for safety and risk management, from November 2020 to February 2023.

His prior roles include CFO of LJR Holdings, Inc., a privately-held

California-based holding company with third-party claims administrator and managed care subsidiaries, Vice President of Finance for Gallagher

Bassett Services, Inc., the risk management unit of international broker Arthur J.

Gallagher & Co., and leading the FP&A function

for CNA’s Small Commercial business.

Gallardo began his career in investment banking, focusing on M&A for middle-market

companies throughout North America.

He earned his MBA in Finance from the Kellstadt Graduate School of Business, DePaul University and

a Bachelor of Science, Commerce with major in Finance, at Driehaus College of Business, DePaul University.

Ankur Kamboj, Chief Operating

Officer , has served as Chief Operating Officer of Roadzen since April 2017.

Prior to Roadzen, Ankur served as the Head of Network

at AXA Assistance – India, where he was responsible for building the assistance network.

Additionally, Ankur held P&L responsibility

with multi-brand automotive players like Mahindra and Carnation Auto to build and scale the business in assigned regions.

While at Citi,

Ankur led digital marketing for customer acquisition and oversaw new customer onboarding.

Ankur also held last mile communication and

sales roles at Samsung and Nestle.

Ankur holds a bachelor’s degree in business administration from Punjab University and a post

graduate diploma in management from Institute of Chartered Financial Analysts of India University (ICFAI).

Non-Employee Directors

Saurav Adhikari serves as a director of

Adhikari is a senior global business leader with four decades of deep domain expertise in global businesses, across technology,

fast-moving consumer goods (“FMCG”), and consumer durables sectors in global markets.

During the last two decades, he has

served in the technology sector with HCL, a global technology solutions provider, and as a technology investor.

He has served as the

founding President of HCL’s startup corporate networking firm, has led a team as President of HCL’s BPO North America business

that established a multi-hundred million dollar IT enabled services business, and has worked on several multi-hundred million dollar

inorganic investments in technology and software, including the acquisition of Actian (transaction value USD 330 million), carve-outs

of multiple IBM product suites, a joint venture between HCL and CSC, and an acquisition of 51% ownership in BPO and Software joint venture

DSL Software in India.

This helped HCL pivot to a leading intellectual property led solutions company.

He has built deep relationships

in global private equity and venture capital firms, while creating large, successful, value-based partnerships between HCL and private

equity owned technology and technology-enabled businesses, which are considered groundbreaking in the industry.

At HCL, he held various

senior executive positions from 2000 to 2019, the last being President, Corporate Strategy, working directly with the Founder & Chairman

with oversight across the group’s business, as well as the not-for-profit Shiv Nadar Foundation.

Adhikari has been a board

member of three publicly listed companies on BSE & NSE in India - Goodricke Group Ltd, an owner-operator of tea estates across India

since 2019, Accelya Solutions India Ltd., a technology solutions provider to the air transport industry since 2022, and Zee Entertainment

Enterprises Ltd.

He is also on the board of Bridgeweave Ltd, UK, a privately held AI-based financial technology (“fintech”)

company since 2021.

He works as a technology advisor and investor with interests across AI-based fintech and healthcare firms, as well

as analytics, IoT and logistics firms.

He also serves as a Senior Advisor to the Shiv Nadar Foundation’s not-for-profit institutions

and is a board member of Shiv Nadar University, India.

His prior experience also includes several global senior leadership and executive

roles across Unilever, PepsiCo and Groupe SEB.

Adhikari received his MBA from Bombay University, his Bachelor’s in Arts (Honors)

in Economics from Delhi University, India, and his AMP from INSEAD Fontainebleau, France.

Adhikari served as Chairman of Vahanna

from June 2021 until the closing of the Business Combination, and has been serving as a director of Roadzen since September 2023.

Adhikari is qualified to serve as a director because of his decades of experience operating and growing companies in the technology sector

and valuable network formed during his professional career.

Steven Carlson serves

as the chairman and a director of Roadzen.

Carlson has served as one of the independent directors of Quantum Fintech Acquisition

since February 2021.

Malhotra served as the Chief Executive

Officer of Avacara Global Solutions, an enterprise software and data analytics company that provided product development services to

Fortune 500 companies, from June 2011 to July 2014.

Malhotra holds a bachelor’s degree in Engineering from NSIT, Delhi University,

India and a master’s degree in Electrical and Computer Engineering from Carnegie Mellon University where he studied robotics, AI

and control systems.

We believe that Mr.

Malhotra, as the founder of Roadzen, has years of experience operating Roadzen and is committed

to its continued growth, making him a qualified to serve as a director.

Gallardo, Chief Financial Officer , has served as the Chief Financial Officer of Roadzen since January 2024.

Prior to his appointment as

Roadzen’s CFO, Mr.

Gallardo, served as Roadzen’s Interim Global Chief Financial Officer since October 2023, and prior to

that was Vice President of Finance at Aclaimant, Inc., an Insurtech platform for safety and risk management, from November 2020 to

February 2023.

His prior roles include CFO of LJR Holdings, Inc., a privately-held California-based holding company with third-party

claims administrator and managed care subsidiaries, Vice President of Finance for Gallagher Bassett Services, Inc., the risk

management unit of international broker Arthur J.

Gallagher & Co., and leading the FP&A function for CNA’s Small

Commercial business.

Gallardo began his career in investment banking, focusing on M&A for middle-market companies throughout

North America.

He earned his MBA in Finance from the Kellstadt Graduate School of Business, DePaul University and a Bachelor of

Science, Commerce with major in Finance, at Driehaus College of Business, DePaul University.

Kamboj, Chief Operating Officer , has served as Chief Operating Officer of Roadzen since April 2017.

Prior to Roadzen, Ankur served

as the Head of Network at AXA Assistance – India, where he was responsible for building the assistance network.

Additionally, Ankur

held P&L responsibility with multi-brand automotive players like Mahindra and Carnation Auto to build and scale the business in assigned

While at Citi, Ankur led digital marketing for customer acquisition and oversaw new customer onboarding.

Ankur also held last

mile communication and sales roles at Samsung and Nestle.

Ankur holds a bachelor’s degree in business administration from Punjab

University and a post graduate diploma in management from Institute of Chartered Financial Analysts of India University (ICFAI).

Resignation and Reduction in Board Size

March 11, 2026, Ajay Shah resigned from the Board of Directors of the Company.

Shah’s resignation was not the result of any

disagreement with the Company on any matter relating to the Company’s operations, policies or practices.

In connection with Mr.

Shah’s resignation, and consistent with the Board’s prior determination to reduce the size of the Board as part of its ongoing

governance review, the Board reduced the authorized number of directors from seven to six, effective April 1, 2026.

Company previously reported Mr.

Shah’s resignation on a Current Report on Form 8-K filed with the Securities and Exchange Commission

on March 11, 2026.

following sets forth information regarding the Company’s directors as of the date of this Annual Report on Form 10-K.

Adhikari serves as an independent director of Roadzen.

Adhikari is a senior global business leader with four decades of deep

domain expertise in global businesses, across technology, fast-moving consumer goods (“FMCG”), and consumer durables sectors

in global markets.

During the last two decades, he has served in the technology sector with HCL, a global technology solutions provider,

and as a technology investor.

He has served as the founding President of HCL’s startup corporate networking firm, has led a team

as President of HCL’s BPO North America business that established a multi-hundred million dollar IT enabled services business,

and has worked on several multi-hundred million dollar inorganic investments in technology and software, including the acquisition of

Actian (transaction value USD 330 million), carve-outs of multiple IBM product suites, a joint venture between HCL and CSC, and an acquisition

of 51% ownership in BPO and Software joint venture DSL Software in India from 2000 to 2019.

This helped HCL pivot to a leading intellectual

property led solutions company.

He has built deep relationships in global private equity and venture capital firms, while creating large,

successful, value-based partnerships between HCL and private equity owned technology and technology-enabled businesses, which are considered

groundbreaking in the industry.

At HCL, he held various senior executive positions from 2000 to 2019, the last being President, Corporate

Strategy, working directly with the Founder & Chairman with oversight across the group’s business, as well as the not-for-profit

Shiv Nadar Foundation.

Adhikari has been a board member of three publicly listed companies on BSE & NSE in India - Goodricke

Group Ltd, an owner-operator of tea estates across India since 2019, Accelya Solutions India Ltd., a technology solutions provider to

the air transport industry since 2022, and Zee Entertainment Enterprises Ltd., India’s largest regional TV/OTT channel, since 2025,

and IFB Industries, an engineering and consumer durables firm since 2026.

He is also on the board of Bridgeweave Ltd, UK, a privately

held AI-based financial technology (“fintech”) company since 2021.

He works as a technology advisor and investor with interests

across AI-based fintech and healthcare firms, as well as analytics, IoT and logistics firms.

He also serves as a Senior Advisor to the

Shiv Nadar Foundation’s not-for-profit institutions and is a board member of Shiv Nadar University, India.

His prior experience

also includes several global senior leadership and executive roles across Unilever, PepsiCo and Groupe SEB.

Adhikari received his

MBA from Bombay University, his Bachelor’s in Arts (Honors) in Economics from Delhi University, India, and his AMP from INSEAD

Fontainebleau, France.

Adhikari served as Chairman of Vahanna from June 2021 until the closing of the Business Combination, and has

been serving as a director of Roadzen since September 2023.

Adhikari is qualified to serve as a director because of his decades of

experience operating and growing companies in the technology sector and valuable network formed during his professional career.

Carlson serves as Chairman and a director of Roadzen.

Carlson served as an independent director of Quantum Fintech

Acquisition Corp., a special purpose acquisition company, from February 2021 until the completion of its business combination with AtlasClear Holdings, Inc.

ATCH) (“AtlasClear”)

in February 2024.

He then served as a director with AtlasClear from February 2024 to December 2024, and has served as a director since

re-joining the board in September 2025.

Since 2016, Mr.

Carlson has served as Co-Chairman of Magellan Global, a financial services holding company

which owns Marco Polo Exchange (which owns Marco Polo Securities Inc., a distribution platform enabling foreign financial services firms

to market their products in the United States and other select jurisdictions worldwide) for which he serves as Co-Chairman.

He also currently

serves as the Managing Partner of Pi Capital International LLC and several other early stage firms.

Pi Capital, a global advisory firm

headquartered in New York City, provides capital raising, M&A advisory, and general corporate advisory services.

Securities are offered

through an affiliate, Marco Polo Securities, Inc.

Marco Polo Securities, Inc.

is a distribution platform enabling foreign financial services

firms to market their products in the United States and other select jurisdictions worldwide;

Carlson serves as CEO of Marco Polo

Carlson has served as Co-Chairman of

Magellan Global, a financial services holding company that owns Marco Polo Exchange, which in turn owns Marco Polo Securities, Inc.,

a distribution platform enabling foreign financial services firms to market their products in the United States and other select

jurisdictions worldwide.

He serves as Co-Chairman of Marco Polo Exchange and CEO of Marco Polo Securities, Inc.

Carlson is also

the Managing Partner of Pi Capital International LLC, a global advisory firm headquartered in New York City that provides capital

raising, M&A advisory, and general corporate advisory services.

Securities are offered through its affiliate, Marco Polo

Securities, Inc.

Before founding Pi Capital, Mr.

Carlson was President and Head of Investment Banking at INTL FCStone Financial Inc.

from 2010 to 2016.

Prior to that, Mr.

Carlson was the founder, Chairman and Chief Executive Officer of the Provident Group, a boutique

investment banking firm providing capital raising, M&A and other corporate finance advisory services to firms globally.

Group was acquired by INTL in 2010.

(“INTL”) from 2010 to 2016.

Prior to that, he was the founder, Chairman, and Chief Executive Officer of the Provident

Group, a boutique investment banking firm providing capital raising, M&A, and other corporate finance advisory services to

clients globally.

Provident Group was acquired by INTL in 2010.

Prior to forming Provident in December 1998, Mr.

Carlson was a Managing Director at Lehman Brothers

holding various senior positions at the firm, including Global business head of emerging markets, head of the Institutional Client Group,

mortgage-backed trading desk, and mortgage-backed research.

Carlson began his career at Fannie Mae.

Carlson graduated with a

Bachelor of Arts in Economics from the University of Maryland and obtained a master’s degree in Public Policy from the Kennedy

School of Government at Harvard University.

We believe Mr.

Carlson is well qualified to serve as a director due to his 30 years of experience

in the financial services industry in various leadership positions, as well as his investment banking and entrepreneurial experience,

having founded and managed several businesses.

Ajay Shah serves as a director of Roadzen,

and served as a director of Vahanna until the closing of the Business Combination since November 2021.

Shah previously was a Managing

Partner at Silver Lake, a global private equity investment firm from 2007 to 2021, and was the co-founder and Managing Partner of the

firm’s middle market growth fund, Silver Lake Sumeru.

Shah served as Chairman of the board of SMART Global Holdings (“SGH”),

a publicly-held Silver Lake portfolio company that he co-founded in 1989, and served as a board member from 2011 to 2022.

He previously

served as President and Chief Executive Officer of SGH from February 1989 to December 2000 and then again from May 2018 to September

He also previously served as the CEO of Maui Greens, Inc., an early-stage agriculture technology company, from February 2021 to

February 2022.

He also currently serves on the boards of directors of a number of private technology companies including Vast Data.

Shah previously served on the boards of many public and private technology companies including Magellan Navigation, Inc., AVI-SPL, Inc.,

CMAC MicroTechnology, Flex, Power-One, Inc., PulseCore Semiconductor, Spansion Inc.

In the not-for-profit sector, he serves

the governing board of the Indian School of Business (ISB), and the board of Northern California Public Broadcasting, the American India

Foundation and as a trustee of Ashoka University.

Shah has a B.S.

in Engineering from the Maharaja Sayajirao University of Baroda,

India and an M.S.

degree in Engineering Management from Stanford University.

Carlson was a

Managing Director at Lehman Brothers, where he held various senior positions, including Global Head of Emerging Markets, Head of the

Institutional Client Group, and roles on the mortgage-backed securities trading desk and research team.

Carlson began his career

at Fannie Mae.

Carlson earned a Bachelor of Arts in Economics from the University of Maryland and a Master’s degree in

Public Policy from the Kennedy School of Government at Harvard University.

We believe Mr.

Shah is well qualified to serve as a director

due to his experience serving on public company boards as well as prior senior management roles in the technology space.

Supurna VedBrat

serves as a director of Roadzen.

VedBrat currently provides consulting and advisory services through Amber Consulting and

Advisory services.

VedBrat served as Head of Global Trading at BlackRock from July 2011 to February 2023 and oversaw the

company’s trading function across asset classes and regions.

At BlackRock, she was responsible for driving innovation and

setting the trading platform’s strategic vision focused on growth and sustainable scalable trading solutions.

served as a member of the Global Operating Committee, the Human Capital Committee and Investment Subcommittee at BlackRock.

Carlson is well qualified to serve as a

director due to his more than 30 years of experience in the financial services industry across various leadership positions,

combined with his extensive investment banking and entrepreneurial background, including founding and leading multiple successful

VedBrat serves as a director of Roadzen.

VedBrat currently provides consulting and advisory services through Amber Consulting

and Advisory services.

VedBrat served as Head of Global Trading at BlackRock from July 2011 to February 2023 and oversaw the company’s

trading function across asset classes and regions.

At BlackRock, she was responsible for driving innovation and setting the trading platform’s

strategic vision focused on growth and sustainable scalable trading solutions.

VedBrat also served as a member of the Global Operating

Committee, the Human Capital Committee and Investment Subcommittee at BlackRock.

Additionally, Ms.

VedBrat served as the President of Strategic Solutions Consulting from January 2009 to July 2011 and as a fixed

income, commodities and distressed debt analyst at Bank of America from March 2004 to January 2009.

VedBrat’s professional

career spans over 28 years in both the U.S.

and Europe, and within the financial and the technology industries.

She held various

positions at Bank of America, ING Barings in London and Lehman Brothers in New York.

She started her career as a software engineer

with IBM at its research center.

VedBrat is passionate about giving back to the financial community through mentorship,

sponsorship and serving on the Board/Advisory board of Women in Financial Markets (WIFM).

Supurna is a recipient of the Financial

Markets Luminary award, awarded by WIFM.

VedBrat was recognized and ranked #8 on the Institutional Investor’s 2018 Trading Tech 40 list, and also received

the Markets Media Women in Finance Award for Excellence in Leadership.

VedBrat has a Computer

Science degree from Rutgers University and a Mathematics (Hons) degree from Delhi University, India.

VedBrat served as the President of

Strategic Solutions Consulting from January 2009 to July 2011 and as a fixed income, commodities and distressed debt analyst at Bank

of America from March 2004 to January 2009.

VedBrat’s professional career spans over 28 years in both the U.S.

and within the financial and the technology industries.

She held various positions at Bank of America, ING Barings in London and Lehman

Brothers in New York.

She started her career as a software engineer with IBM at its research center.

VedBrat is passionate about

giving back to the financial community through mentorship, sponsorship and serving on the Board/Advisory board of Women in Financial

Markets (WIFM).

Supurna is a recipient of the Financial Markets Luminary award, awarded by WIFM.

VedBrat was recognized and ranked

#8 on the Institutional Investor’s 2018 Trading Tech 40 list, and also received the Markets Media Women in Finance Award for Excellence

in Leadership.

VedBrat has a Computer Science degree from Rutgers University and a Mathematics (Hons) degree from Delhi University,

We believe Ms.

VedBrat is well

qualified to serve as a director because of her business acumen across markets, expertise in the financial and technology

industries, and leadership skills.

Zoë Ashcroft serves

as a director of Roadzen.

She has over thirty years’ experience as a corporate and finance lawyer, advising clients on complex

cross-border transactions including mergers and acquisitions, strategic alliances and joint ventures, investments, private placements

and financings.

Ashcroft co-founded the London office of global law firm Winston & Strawn LLP (“Winston”) in 2003

and served as the head of the U.K.

VedBrat is well qualified to serve as a director because of her business acumen across markets, expertise in the

financial and technology industries, and leadership skills.

Ashcroft serves as a director of Roadzen.

She has over thirty years’ experience as a corporate and finance lawyer, advising

clients on complex cross-border transactions including mergers and acquisitions, strategic alliances and joint ventures, investments,

private placements and financings.

Ashcroft co-founded the London office of global law firm Winston & Strawn LLP (“Winston”)

in 2003 and served as the head of the U.K.

corporate team until 2023.

She was also an elected member of Winston’s global executive committee

from 2015 to 2018 and led the firm’s Women’s Leadership Initiative in London.

Before joining Winston, she was an associate attorney

and a partner at Morgan, Lewis & Bockius LLP from 1994 to 2003, where she was the head of the U.K.

corporate team for many years.

Ashcroft currently serves as a director and chair of Carbon Pesa Limited, a UK fintech company in the renewable energy industry.

She was also an elected member of Winston’s global executive

committee from 2015 to 2018 and led the firm’s Women’s Leadership Initiative in London.

Before joining Winston, she was an

associate attorney and a partner at Morgan, Lewis & Bockius LLP from 1994 to 2003, where she was the head of the U.K.

corporate team

for many years.

Ashcroft currently serves as a director and chair of Carbon Pesa Limited, a UK fintech company in the renewable energy

During her legal career she has been noted in several editions of annual U.K.

legal directories such as the Legal 500 U.K.

and Chambers U.K.

for her expertise in international corporate and finance transactions.

Ashcroft also serves as a trustee on nonprofit organizations,

such as Sponsors for Educational Opportunity Limited since 2003, which provides mentoring and internship opportunities across a number

of sectors (including investment banking and corporate law) to help prepare talented students for career success, and the British American

Drama Academy, which helps actors and students around the world train with leading actors in the U.K.

Additionally, since 2010, she has

served as a trustee of The Climate Change Organization, a not for profit organization focusing on high-impact climate and energy initiatives

with the world’s leading businesses and state and local governments, and was appointed as deputy chair in 2022.

a Bachelor of Laws from the University of Bristol, U.K.

and is qualified as a solicitor of the Supreme Court of England & Wales.

Ashcroft also serves as a trustee on nonprofit

organizations, such as Sponsors for Educational Opportunity Limited since 2003, which provides mentoring and internship opportunities

across a number of sectors (including investment banking and corporate law) to help prepare talented students for career success, and

the British American Drama Academy, which helps actors and students around the world train with leading actors in the U.K.

Additionally,

since 2010, she has served as a trustee of The Climate Change Organization, a not for profit organization focusing on high-impact climate

and energy initiatives with the world’s leading businesses and state and local governments, and was appointed as deputy chair in

Ashcroft has a Bachelor of Laws from the University of Bristol, U.K.

and is qualified as a solicitor of the Supreme Court of

England & Wales.

We believe Ms.

Ashcroft is well qualified to serve as a director because of her deep experience in navigating sophisticated cross-border

corporate transactions and her leadership skills.

Glossman serves as a director

She spent 25 years as a research analyst, retiring as a Managing Director and head of U.S.

bank, brokerage and fintech research

Ashcroft is well qualified to serve as a director because of her deep experience in navigating sophisticated

cross-border corporate transactions and her leadership skills.

Glossman serves as a director of Roadzen.

She spent 25 years as a research analyst, retiring as a Managing Director and head of

bank, brokerage and fintech research at UBS.

Prior to UBS, Ms.

Glossman was co-head of global bank research and head of Internet financial services research at Lehman Brothers.

Glossman was co-head of global bank research and head of Internet

financial services research at Lehman Brothers.

Prior to that, she was co-head of U.S.

bank stock research at Salomon Brothers where she worked for nine years.

Over her sell-side research

career, she specialized in money center banks, trust banks and broker-dealers, covering all aspects of banking, fintech and financial

She was a multiple-time member of Institutional Investor’s All-America Research Team.

During her decade on the buy-side,

she was responsible for coverage of all financials along with a variety of other industry sectors.

She has served as a member of the

board of directors of Barclays Bank Delaware since June 2016 and has chaired its Audit Committee since December 2018.

She has also served

on the board of Barclays US LLC since its inception, as chair of the Audit Committee and as a member of the Governance Committee.

addition, since August 2014, she has served as a member of the board of directors of Live Oak Bancshares, a North Carolina-based bank

with USD13 billion of assets.

She currently serves as the Chair of Live Oak’s Risk Committee and is a member of both the Audit and Nominations

and Governance Committees.

Glossman’s previous board experience includes serving on the board of directors or board of trustees

of WMI Holding, FinServ Acquisition Corp., Ambac Assurance and QBE NA.

In addition to her directorships, Ms.

Glossman has also worked

as an independent consultant with a number of banks in the U.S.

on projects relating to strategy, business execution, and investor

communications.

Glossman received a Bachelor of Science in Economics from the Wharton School at the University of Pennsylvania.

Glossman is well qualified to serve as a director because of her financial expertise, leadership experience and wide network

in the financial industry.

Composition of the Roadzen Board of Directors

When considering whether directors and director

nominees have the experience, qualifications, attributes and skills, taken as a whole, to enable the Roadzen board to satisfy its oversight

responsibilities effectively in light of its business and structure, the Roadzen board expects to focus primarily on each person’s

background and experience as reflected in the information discussed in each of the directors’ individual biographies set forth

above in order to provide an appropriate mix of experience and skills relevant to the size and nature of its business.

The Roadzen board consists of seven (7) members.

Each director will be nominated for a one (1) year term to be elected at the subsequent annual meeting of the shareholders.

At each succeeding

annual meeting of the shareholders of Roadzen, each of the successors elected to replace the directors whose term expires at that annual

meeting shall be elected for a one-year term or until the election and qualification of their respective successors in office, subject

to their earlier death, resignation or removal.

Board of Directors Meetings

During the year ended March 31, 2025, our board

met 5 times, including videoconference meetings, the audit committee met 8 times, the compensation committee met 3 times

and the nominating and corporate governance committee met 4 times.

All directors attended 75% or more of the aggregate

number of meetings of the board, all of the audit committee members attended 75% or more of the audit committee

meetings, all of the compensation committee members attended 75% or more of the compensation committee meeting, and

all of the nominating and corporate governance committee members attended 75% or more of the nominating and corporate governance committee

Director Independence

Nasdaq listing standards require that a majority

of our board of directors be independent.

An “independent director” is defined generally as a person who has no material

relationship with the listed company (either directly or as a partner, shareholder or officer of an organization that has a relationship

with the company).

Roadzen’s board of directors has seven (7) directors.

Roadzen has determined that each of Mr.

Adhikari, Mr.

bank stock research at Salomon Brothers where

she worked for nine years.

Over her sell-side research career, she specialized in money center banks, trust banks and broker-dealers,

covering all aspects of banking, fintech and financial services.

She was a multiple-time member of Institutional Investor’s All-America

Research Team.

During her decade on the buy-side, she was responsible for coverage of all financials along with a variety of other industry

She has served as a member of the board of directors of Barclays Bank Delaware since June 2016 and has chaired its Audit Committee

since December 2018.

She has also served on the board of Barclays US LLC since its inception, as chair of the Audit Committee and as

a member of the Governance Committee.

From August 2014 through May 2025, she served as a member of the board of directors of Live

Oak Bancshares, a North Carolina-based bank with USD13 billion of assets.

She served as the Chair of Live Oak’s Risk Committee

and was a member of both the Audit and Nominations and Governance Committees.

Glossman’s previous board experience includes

serving on the board of directors or board of trustees of WMI Holding, FinServ Acquisition Corp., Ambac Assurance and QBE NA.

to her directorships, Ms.

Glossman has also worked as an independent consultant with a number of banks in the U.S.

relating to strategy, business execution, and investor communications.

Glossman received a Bachelor of Science in Economics from

the Wharton School at the University of Pennsylvania.

We believe Ms.

Glossman is well qualified to serve as a director because of her

financial expertise, leadership experience and wide network in the financial industry.

of the Roadzen Board of Directors

considering whether directors and director nominees have the experience, qualifications, attributes and skills, taken as a whole, to

enable the Roadzen board to satisfy its oversight responsibilities effectively in light of its business and structure, the Roadzen board

expects to focus primarily on each person’s background and experience as reflected in the information discussed in each of the

directors’ individual biographies set forth above in order to provide an appropriate mix of experience and skills relevant to the

size and nature of its business.

Roadzen board consists of six members.

Each director will be nominated for a one year term to be elected at the subsequent annual

meeting of the shareholders.

At each succeeding annual meeting of the shareholders of Roadzen, each of the successors elected to replace

the directors whose term expires at that annual meeting shall be elected for a one-year term or until the election and qualification

of their respective successors in office, subject to their earlier death, resignation or removal.

of Directors Meetings

the year ended March 31, 2026, our board met 4 times, including videoconference meetings, the audit committee met 7 times, the compensation

committee met 2 times and the nominating and corporate governance committee met 3 times.

All directors attended 75% or more of

the aggregate number of meetings of the board, all of the audit committee members attended 75% or more of the audit committee meetings,

all of the compensation committee members attended 75% or more of the compensation committee meeting, and all of the nominating and corporate

governance committee members attended 75% or more of the nominating and corporate governance committee meetings.

listing standards require that a majority of our board of directors be independent.

An “independent director” is defined

generally as a person who has no material relationship with the listed company (either directly or as a partner, shareholder or officer

of an organization that has a relationship with the company).

Roadzen’s board of directors has six directors.

Roadzen has determined

that each of Mr.

Adhikari, Ms.

Ashcroft and Ms.

Glossman is an “independent director” as defined in the Nasdaq listing standards

and applicable SEC rules.

Our independent directors will have regularly scheduled meetings at which only independent directors are present.

Officer and Director Compensation

The policies of Roadzen with respect to the compensation

of its executive officers are administered by Roadzen’s board in consultation with its compensation committee.

The compensation

decisions regarding Roadzen’s executives are based on Roadzen’s need to retain those individuals who continue to perform

at or above Roadzen’s expectations and to attract individuals with the skills necessary for Roadzen to achieve its business plan.

Roadzen intends to be competitive with other similarly situated companies in its industry.

Roadzen believes that performance-based and equity-based

compensation can be an important component of the total executive compensation package for maximizing shareholder value while, at the

same time, attracting, motivating and retaining high-quality executives.

Roadzen’s executive officers receive a combination

of cash and equity compensation.

Roadzen’s compensation committee is charged with performing an annual review of Roadzen’s

executive officers’ cash and equity compensation to determine whether they provide adequate incentives and motivation to executive

officers and whether they adequately compensate the executive officers relative to comparable officers in other companies.

to the guidance provided by its nomination and compensation committees, Roadzen may utilize the services of third parties from time to

time in connection with the hiring and compensation awarded to executive employees.

This could include subscriptions to executive compensation

surveys and other databases or use of a third-party compensation consultant.

Roadzen’s non-employee directors are currently

entitled to receive $200,000 in annual compensation for services rendered to Roadzen.

The Chairman and the Audit Chair are entitled to

receive an extra $50,000 in annual compensation.

The non-employee directors have elected to receive their compensation for fiscal year

2025 only in equity, however, no cash compensation or equity awards have been paid or issued as of this filing.

Roadzen 2023 Incentive Plan

Roadzen adopted the Roadzen 2023 Omnibus Incentive

Plan (the “Incentive Plan”), to be administered by the Roadzen board or by a committee or administrator appointed by the

The purpose of the Incentive Plan is to give employees of Roadzen (including executive and non-executive directors and officers

as well as consultants) an opportunity to become shareholders of Roadzen, and thereby to participate in its future long-term success

and prosperity.

Glossman is an “independent director” as defined in the Nasdaq

listing standards and applicable SEC rules.

Our independent directors will have regularly scheduled meetings at which only independent

directors are present.

and Director Compensation

policies of Roadzen with respect to the compensation of its executive officers are administered by Roadzen’s board in consultation

with its compensation committee.

The compensation decisions regarding Roadzen’s executives are based on Roadzen’s need to

retain those individuals who continue to perform at or above Roadzen’s expectations and to attract individuals with the skills

necessary for Roadzen to achieve its business plan.

Roadzen intends to be competitive with other similarly situated companies in its

believes that performance-based and equity-based compensation can be an important component of the total executive compensation package

for maximizing shareholder value while, at the same time, attracting, motivating and retaining high-quality executives.

executive officers receive a combination of cash and equity compensation.

Roadzen’s compensation committee is charged with performing

an annual review of Roadzen’s executive officers’ cash and equity compensation to determine whether they provide adequate

incentives and motivation to executive officers and whether they adequately compensate the executive officers relative to comparable

officers in other companies.

In addition to the guidance provided by its nomination and compensation committees, Roadzen may utilize

the services of third parties from time to time in connection with the hiring and compensation awarded to executive employees.

include subscriptions to executive compensation surveys and other databases or use of a third-party compensation consultant.

non-employee directors are currently entitled to receive $75,000 in annual compensation for services rendered to Roadzen payable as a

combination of cash and RSUs.

The Chairman and the Audit Chair are entitled to receive an extra $35,000 and $15,000, respectively, in

annual compensation.

2023 Incentive Plan

adopted the Roadzen 2023 Omnibus Incentive Plan (the “Incentive Plan”), to be administered by the Roadzen board or by a committee

or administrator appointed by the board.

The purpose of the Incentive Plan is to give employees of Roadzen (including executive and non-executive

directors and officers as well as consultants) an opportunity to become shareholders of Roadzen, and thereby to participate in its future

long-term success and prosperity.

The Incentive Plan includes the following terms and provisions:

● The total number of shares to be issued under the Incentive Plan

(in addition to awards assumed pursuant to the Business Combination) shall initially not

exceed ten percent of total issued and outstanding Ordinary Shares (subject to annual increases

pursuant to an evergreen provision as provided in the Incentive Plan).

● Roadzen’s compensation committee shall review the Incentive

Plan and shall make recommendations regarding the terms and conditions (including vesting)

of each award, which may be based on (but is not limited to) the employment period or performance

conditions or any combination thereof as determined by Roadzen’s compensation committee.

● Roadzen may set customary lock-up provision for the shares issued

under the Incentive Plan as well as customary limitations imposed by its Insider Trading

● Forfeited shares, which are subject to awards, shall again be

available for future grants under the Incentive Plan.

● Awards granted under the Incentive Plan may be subject to participants

entering into customary non-compete and non-solicit agreements with Roadzen if determined

by Roadzen’s compensation committee and on the terms set by it.

Committees of the Board of Directors

Roadzen’s board of directors has three standing

an audit committee, a compensation committee and a nominating and corporate governance committee.

Subject to phase-in rules

and a limited exception, the rules of Nasdaq and Rule 10A under the Exchange Act require that the audit committee of a listed company

be comprised solely of independent directors.

Subject to phase-in rules and a limited exception, the rules of Nasdaq require that the

compensation committee of a listed company be comprised solely of independent directors.

The charter of each committee is available on

Roadzen’s website.

Audit Committee

total number of shares to be issued under the Incentive Plan (in addition to awards assumed pursuant to the Business Combination)

shall initially not exceed ten percent of total issued and outstanding Ordinary Shares (subject to annual increases pursuant to an

evergreen provision as provided in the Incentive Plan).

compensation committee shall review the Incentive Plan and shall make recommendations regarding the terms and conditions (including

vesting) of each award, which may be based on (but is not limited to) the employment period or performance conditions or any combination

thereof as determined by Roadzen’s compensation committee.

may set customary lock-up provision for the shares issued under the Incentive Plan as well as customary limitations imposed by its

Insider Trading Policy.

shares, which are subject to awards, shall again be available for future grants under the Incentive Plan.

granted under the Incentive Plan may be subject to participants entering into customary non-compete and non-solicit agreements with

Roadzen if determined by Roadzen’s compensation committee and on the terms set by it.

of the Board of Directors

board of directors has three standing committees:

an audit committee, a compensation committee and a nominating and corporate governance

Subject to phase-in rules and a limited exception, the rules of Nasdaq and Rule 10A under the Exchange Act require that the

audit committee of a listed company be comprised solely of independent directors.

Subject to phase-in rules and a limited exception,

the rules of Nasdaq require that the compensation committee of a listed company be comprised solely of independent directors.

of each committee is available on Roadzen’s website.

the fiscal year ended March 31, 2026, Mr.

Shah served as a member of the Compensation Committee and as a member of the Nominating and

Corporate Governance Committee until his resignation from the Board on March 11, 2026.

Effective March 11, 2026, the Board appointed

Ashcroft and VedBrat to serve as a member of the Compensation Committee and Mr.

Adhikari and Ms.

VedBrat to serve as a member of

the Nominating and Corporate Governance Committee.

The Audit Committee was not affected by Mr.

Shah’s resignation.

Glossman, Ms.

VedBrat and Mr.

Adhikari serve

as members of our audit committee.

Under the Nasdaq listing standards and applicable SEC rules, we are required to have at least three

(3) members of the audit committee, all of whom must be independent, subject to the exception described below.

Adhikari serve as members of our audit committee.

Under the Nasdaq listing standards and applicable SEC

rules, we are required to have at least three (3) members of the audit committee, all of whom must be independent, subject to the exception

described below.

Glossman, Ms.

VedBrat and Mr.

Adhikari are all independent.

Glossman serves as chair of the audit committee.

Each member of the audit committee meets the financial literacy requirements of Nasdaq listing standards and our board of directors has

determined that Ms.

Glossman is an “audit committee financial expert” as defined in applicable SEC rules.

The purpose of the audit committee is, amongst

other things, to prepare the audit committee report required by the SEC to be included in our proxy statement and to assist our board

of directors in overseeing and monitoring (i) the quality and integrity of our financial statements, (ii) our compliance with legal and

regulatory requirements, (iii) our independent registered public accounting firm’s qualifications and independence, (iv) the performance

of our internal audit function, and (v) the performance of our independent registered public accounting firm.

Our board of directors has adopted a written charter

for the audit committee, which is available on our website.

Compensation Committee

Adhikari and Mr.

Shah serve as members of

our compensation committee.

Under the Nasdaq listing standards and applicable SEC rules, we are required to have at least two (2) members

of the compensation committee, all of whom must be independent.

Adhikari and Mr.

Shah are both independent.

Adhikari serves as

chair of the compensation committee.

The purpose of the compensation committee, amongst

other things, is to assist our board of directors in discharging its responsibilities relating to (i) setting our compensation programs

and compensation of our executive officers and directors, (ii) monitoring our incentive and equity-based compensation plans, and (iii)

preparing the compensation committee report required to be included in our proxy statement under the rules and regulations of the SEC.

Our board of directors has adopted a written charter

for the compensation committee, which is available on our website.

The charter also provides that the compensation committee may, in

its sole discretion, retain or obtain the advice of a compensation consultant, legal counsel or other adviser and is directly responsible

for the appointment, compensation and oversight of the work of any such adviser.

The compensation committee will consider the independence

of each adviser, including the factors required by Nasdaq and the SEC, before engaging or receiving advice from a compensation consultant,

external legal counsel or any other adviser.

Each member of the audit committee meets the financial literacy requirements of Nasdaq

listing standards and our board of directors has determined that Ms.

Glossman is an “audit committee financial expert” as

defined in applicable SEC rules.

purpose of the audit committee is, amongst other things, to prepare the audit committee report required by the SEC to be included in

our proxy statement and to assist our board of directors in overseeing and monitoring (i) the quality and integrity of our financial

statements, (ii) our compliance with legal and regulatory requirements, (iii) our independent registered public accounting firm’s

qualifications and independence, (iv) the performance of our internal audit function, and (v) the performance of our independent registered

public accounting firm.

board of directors has adopted a written charter for the audit committee, which is available on our website.

Adhikari, Ms.

Ashcroft and Ms.

VedBrat serve as members of our compensation committee.

Under the Nasdaq listing standards and applicable

SEC rules, we are required to have at least two (2) members of the compensation committee, all of whom must be independent.

Ashcroft and Ms.

VedBrat are all independent.

Adhikari serves as chair of the compensation committee.

purpose of the compensation committee, amongst other things, is to assist our board of directors in discharging its responsibilities

relating to (i) setting our compensation programs and compensation of our executive officers and directors, (ii) monitoring our incentive

and equity-based compensation plans, and (iii) preparing the compensation committee report required to be included in our proxy statement

under the rules and regulations of the SEC.

board of directors has adopted a written charter for the compensation committee, which is available on our website.

The charter also

provides that the compensation committee may, in its sole discretion, retain or obtain the advice of a compensation consultant, legal

counsel or other adviser and is directly responsible for the appointment, compensation and oversight of the work of any such adviser.

The compensation committee will consider the independence of each adviser, including the factors required by Nasdaq and the SEC, before

engaging or receiving advice from a compensation consultant, external legal counsel or any other adviser.

and Corporate Governance Committee

Ashcroft, Ms.

Adhikari and Ms.

VedBrat serve as members of our nominating and corporate governance committee.

Under the Nasdaq listing

standards and applicable SEC rules, we are required to have at least two (2) members of the nominating and corporate governance committee,

all of whom must be independent.

Ashcroft, Mr.

Adhikari and Ms.

VedBrat are all independent.

Ashcroft serves as chair of the

nominating and corporate governance committee.

Ashcroft and Mr.

Shah serve as members of

our nominating and corporate governance committee.

Under the Nasdaq listing standards and applicable SEC rules, we are required to have

at least two (2) members of the nominating and corporate governance committee, all of whom must be independent.

Ashcroft and Mr.

Shah are both independent.

Ashcroft serves as chair of the nominating and corporate governance committee.

The nominating and corporate

governance committee is responsible for overseeing the selection of persons to be nominated to serve on our board of directors.

The nominating and corporate governance committee is responsible for overseeing the selection

of persons to be nominated to serve on our board of directors.

The nominating and corporate governance committee considers persons identified

by its members, management, stockholders, investment bankers and others.

board of directors has adopted a written charter for the nominating and corporate governance committee, which is available on our website.

The guidelines for selecting nominees generally include that persons to be nominated:

have demonstrated notable or significant achievements in business, education or public service;

possess the requisite intelligence, education and experience to make a significant contribution to the board of directors and bring

a range of skills, diverse perspectives and backgrounds to its deliberations;

have the highest ethical standards, a strong sense of professionalism and intense dedication to serving the interests of the stockholders.

nominating and corporate governance committee will consider a number of qualifications relating to management and leadership experience,

background and integrity and professionalism in evaluating a person’s candidacy for membership on the board of directors.

The nominating

and corporate governance committee considers persons identified by its members, management, stockholders, investment bankers and others.

Our board of directors has adopted a written charter

for the nominating and corporate governance committee, which is available on our website.

The guidelines for selecting nominees generally

include that persons to be nominated:

● should have demonstrated notable or significant achievements in

business, education or public service;

● should possess the requisite intelligence, education and experience

to make a significant contribution to the board of directors and bring a range of skills,

diverse perspectives and backgrounds to its deliberations;

● should have the highest ethical standards, a strong sense of professionalism

and intense dedication to serving the interests of the stockholders.

The nominating and corporate governance committee

will consider a number of qualifications relating to management and leadership experience, background and integrity and professionalism

in evaluating a person’s candidacy for membership on the board of directors.

The nominating and corporate governance committee

may require certain skills or attributes, such as financial or accounting experience, to meet specific board needs that arise from time

to time and will also consider the overall experience and makeup of its members to obtain a broad and diverse mix of board members.

nominating and corporate governance committee does not distinguish among nominees recommended by shareholders and other persons.

We have not formally established any specific,

minimum qualifications that must be met or skills that are necessary for directors to possess.

In general, in identifying and evaluating

nominees for director, the Roadzen board considers the factors set forth above.

The nominating and corporate governance committee

will review annually the relationships between directors, the Company and members of management and recommend to the Board whether each

director qualifies as “independent” under the Board’s definition of “independence” and the applicable rules

of Nasdaq and the Company’s Corporate Governance Guidelines.

Code of Business Conduct

We adopted a new code of business conduct (the

“code of business conduct”) that applies to all of our directors, officers and employees, including our Chief Executive Officer,

Chief Financial Officer and Chief Operating Officer, which is available on our website.

Our code of business conduct is a “code

of ethics,” as defined in Item 406(b) of Regulation S-K.

Copies of the code of business conduct and charters for each of our committees

will be provided without charge upon request from us and are posted on our website.

We will make any legally required disclosures regarding

amendments to, or waivers of, provisions of our code of ethics on our Internet website.

Corporate Governance Guidelines

Our board of directors adopted corporate governance

guidelines in accordance with the corporate governance rules of Nasdaq that serve as a flexible framework within which our board of directors

and its committees operate.

These guidelines cover a number of areas including board membership criteria and director qualifications,

director responsibilities, board agenda, roles of the chair of the board, principal executive officer and presiding director, meetings

of independent directors, committee responsibilities and assignments, board member access to management and independent advisors, director

communications with third parties, director compensation, director orientation and continuing education, evaluation of senior management

and management succession planning.

A copy of our corporate governance guidelines is posted on our website.

Delinquent Section 16(a) Reports

Section 16(a) of the Securities and Exchange Act

of 1934, as amended, requires our officers, directors, and beneficial owners of more than 10% of our equity securities to timely file

certain reports regarding ownership of and transactions in our securities with the Securities and Exchange Commission.

Copies of the

required filings must also be furnished to us.

Section 16(a) compliance was required during the fiscal year ended March 31, 2025.

our knowledge, during the fiscal year ended March 31, 2025, all Section 16(a) filing requirements applicable to our officers, directors

and greater than 10% beneficial owners were complied with, except for the following late filings:

(1) a Form 4 for Rohan Malhotra

filed on March 17, 2025;

(2) a Form 4 for Rohan Malhotra filed on September 9, 2024;

(3) a Form 4 filed for Supurna VedBrat filed on

August 21, 2024;

and (4) a Form 3 for Element Ventures LP and Element Ventures General Partner LLP filed on May 7, 2024.

and corporate governance committee may require certain skills or attributes, such as financial or accounting experience, to meet specific

board needs that arise from time to time and will also consider the overall experience and makeup of its members to obtain a broad and

diverse mix of board members.

The nominating and corporate governance committee does not distinguish among nominees recommended by shareholders

and other persons.

have not formally established any specific, minimum qualifications that must be met or skills that are necessary for directors to possess.

In general, in identifying and evaluating nominees for director, the Roadzen board considers the factors set forth above.

nominating and corporate governance committee will review annually the relationships between directors, the Company and members of management

and recommend to the Board whether each director qualifies as “independent” under the Board’s definition of “independence”

and the applicable rules of Nasdaq and the Company’s Corporate Governance Guidelines.

of Business Conduct

adopted a new code of business conduct (the “code of business conduct”) that applies to all of our directors, officers and

employees, including our Chief Executive Officer, Chief Financial Officer and Chief Operating Officer, which is available on our website.

Our code of business conduct is a “code of ethics,” as defined in Item 406(b) of Regulation S-K.

Copies of the code of business

conduct and charters for each of our committees will be provided without charge upon request from us and are posted on our website.

will make any legally required disclosures regarding amendments to, or waivers of, provisions of our code of ethics on our Internet website.

Governance Guidelines

board of directors adopted corporate governance guidelines in accordance with the corporate governance rules of Nasdaq that serve as

a flexible framework within which our board of directors and its committees operate.

These guidelines cover a number of areas including

board membership criteria and director qualifications, director responsibilities, board agenda, roles of the chair of the board, principal

executive officer and presiding director, meetings of independent directors, committee responsibilities and assignments, board member

access to management and independent advisors, director communications with third parties, director compensation, director orientation

and continuing education, evaluation of senior management and management succession planning.

A copy of our corporate governance guidelines

is posted on our website.

Section 16(a) Reports

16(a) of the Securities and Exchange Act of 1934, as amended, requires our officers, directors, and beneficial owners of more than 10%

of our equity securities to timely file certain reports regarding ownership of and transactions in our securities with the Securities

and Exchange Commission.

Copies of the required filings must also be furnished to us.

Section 16(a) compliance was required during the

fiscal year ended March 31, 2026.

To our knowledge, during the fiscal year ended March 31, 2026, all Section 16(a) filing requirements

applicable to our officers, directors and greater than 10% beneficial owners were complied with, except for the following late filings:

(1) a Form 4 for Steven J.

Carlson filed on February 19, 2026, reporting one transaction;

(2) a Form 4 for Saurav

Adhikari filed on January 27, 2026, reporting one transaction;

and (3) Form 4s for Zoe Ashcroft, Steven J.

Carlson, Supurna VedBrat, Ajay

Shah and Diane Glossman on January 7, 2026, each reporting one transaction.

Executive Compensation.

As an emerging growth company, Roadzen has opted

to comply with the executive compensation disclosure rules applicable to “smaller reporting companies,” as such term is defined

in the rules promulgated under the Securities Act.

This section discusses the material components of the executive compensation program

for Roadzen’s named executive officers (“NEOs”) for the fiscal year ended March 31, 2025 (“Fiscal Year 2025”),

including its Chief Executive Officer Rohan Malhotra, Chief Financial Officer Jean-Noël Gallardo and Chief Operating Officer Ankur

Malhotra and Gallardo are the only Roadzen NEOs serving in Fiscal Year 2025 with compensation in excess of $100,000.

This discussion may contain forward-looking statements

that are based on current plans, considerations, expectations and determinations regarding future compensation programs.

Actual compensation

programs that Roadzen adopts could vary significantly from historical practices and currently planned programs summarized in this discussion.

Roadzen Executive Compensation Program

The objective of Roadzen’s compensation

program is to provide a total compensation package to its executives, including its NEOs, that will enable Roadzen to attract, motivate

and retain outstanding individuals, align the interests of our executive team with those of our shareholders, encourage individual and

collective contributions to the successful execution of our short- and long-term business strategies and reward our executives for performance.

The board of directors of Roadzen has historically determined the compensation for Mr.

The Fiscal Year 2025 compensation program for

an emerging growth company, Roadzen has opted to comply with the executive compensation disclosure rules applicable to “smaller

reporting companies,” as such term is defined in the rules promulgated under the Securities Act.

This section discusses the material

components of the executive compensation program for Roadzen’s named executive officers (“NEOs”) for the fiscal year

ended March 31, 2026 (“Fiscal Year 2026”), including its Chief Executive Officer Rohan Malhotra, Chief Financial Officer

Jean-Noël Gallardo and Chief Operating Officer Ankur Kamboj.

Malhotra and Gallardo are the only Roadzen NEOs serving in

Fiscal Year 2026 with compensation in excess of $100,000.

discussion may contain forward-looking statements that are based on current plans, considerations, expectations and determinations regarding

future compensation programs.

Actual compensation programs that Roadzen adopts could vary significantly from historical practices and

currently planned programs summarized in this discussion.

Executive Compensation Program

objective of Roadzen’s compensation program is to provide a total compensation package to its executives, including its NEOs, that

will enable Roadzen to attract, motivate and retain outstanding individuals, align the interests of our executive team with those of

our shareholders, encourage individual and collective contributions to the successful execution of our short- and long-term business

strategies and reward our executives for performance.

The board of directors of Roadzen has historically determined the compensation

Fiscal Year 2026 compensation program for Mr.

Malhotra consisted of base salary, as described below and was paid in Indian rupees (“INR”).

Amounts paid in INR have

been translated into USD using the exchange rate in effect on the last day of Fiscal Year 2025, which was a rate of 1 INR to 0.01168

● Base Salary.

Malhotra is paid a base salary commensurate

with his skill set, experience, performance, role and responsibilities.

For Fiscal Year

Malhotra’s annual salary was INR 9,000,000 (USD 105,163).

● Short-Term Cash Incentives.

For Fiscal Year 2025, Roadzen

did not pay Mr.

Amounts paid in INR have been translated into USD using the exchange rate in effect on the last day of Fiscal Year 2026, which was a

rate of 1 INR to 0.01056 USD.

Malhotra is paid a base salary commensurate with his skill set, experience, performance, role and responsibilities.

For Fiscal Year 2026, Mr.

Malhotra’s annual salary was INR 9,000,000 (USD 95,083) through October 31, 2025, then transferred

to USD 120,000 effective November 1, 2025.

Cash Incentives.

For Fiscal Year 2026, Roadzen did not pay Mr.

Malhotra a discretionary cash bonus.

During Fiscal Year 2025, Roadzen did

not grant any short-term cash bonuses to Mr.

Malhotra pursuant to any non-equity incentive

● Short-Term Equity Incentives.

For Fiscal Year 2025, Roadzen

did not grant any short-term equity incentive awards to Mr.

● Long-Term Equity Incentives.

During Fiscal Year 2025, Roadzen

did not grant any long-term equity incentive awards to Mr.

The Fiscal Year 2025 compensation program for

During Fiscal Year 2026,

Roadzen did not grant any short-term cash bonuses to Mr.

Malhotra pursuant to any non-equity incentive plan.

Equity Incentives.

For Fiscal Year 2026, Roadzen did not grant any short-term equity incentive awards to Mr.

Equity Incentives.

During Fiscal Year 2026, Roadzen did not grant any long-term equity incentive awards to Mr.

Fiscal Year 2026 compensation program for Mr.

Gallardo consisted of base salary, as described below and was paid in U.S.

Dollars (“USD”).

● Base Salary.

Gallardo is paid a base salary commensurate

with his skill set, experience, performance, role and responsibilities.

For Fiscal Year 2025,

Gallardo is paid a base salary commensurate with his skill set, experience, performance, role and responsibilities.

For Fiscal Year 2026, Mr.

Gallardo’s annual salary was USD 250,000.

● Short-Term Cash Incentives.

For Fiscal Year 2025, Roadzen

did not pay Mr.

Cash Incentives.

For Fiscal Year 2026, Roadzen did not pay Mr.

Gallardo a discretionary cash bonus.

During Fiscal Year 2025, Roadzen did

not grant any short-term cash bonuses to Mr.

Gallardo pursuant to any non-equity incentive

● Short-Term Equity Incentives.

For Fiscal Year 2025, Roadzen

did not grant any short-term equity incentive awards to Mr.

● Long-Term Equity Incentives.

During Fiscal Year 2025, Roadzen

did not grant any long-term equity incentive awards to Mr.

The Fiscal Year 2025 compensation program for

During Fiscal Year 2026,

Roadzen did not grant any short-term cash bonuses to Mr.

Gallardo pursuant to any non-equity incentive plan.

Equity Incentives.

For Fiscal Year 2026, Roadzen did not grant any short-term equity incentive awards to Mr.

Equity Incentives.

During Fiscal Year 2026, Roadzen did not grant any long-term equity incentive awards to Mr.

Fiscal Year 2026 compensation program for Mr.

Kamboj consisted of base salary, as described below and was paid in INR.

Amounts paid in INR have been translated into USD using

the exchange rate in effect on the last day of Fiscal Year 2025, which was a rate of 1 INR to 0.01168 USD.

● Base Salary.

Kamboj is paid a base salary commensurate

with his skill set, experience, performance, role and responsibilities.

For Fiscal Year 2025,

Kamboj’s annual salary was reduced to INR 4,500,000 (USD 52,582).

● Short-Term Cash Incentives.

For Fiscal Year 2025, Roadzen

did not pay Mr.

Amounts paid in

INR have been translated into USD using the exchange rate in effect on the last day of Fiscal Year 2026, which was a rate of 1 INR to

Kamboj is paid a base salary commensurate with his skill set, experience, performance, role and responsibilities.

For Fiscal Year 2026, Mr.

Kamboj’s annual salary was INR 6,000,000 (USD 63,389).

Cash Incentives.

For Fiscal Year 2026, Roadzen did not pay Mr.

Kamboj a discretionary cash bonus.

During Fiscal Year 2025, Roadzen did not

grant any short-term cash bonuses to Mr.

Kamboj pursuant to any non-equity incentive plan.

● Short-Term Equity Incentives.

For Fiscal Year 2025, Roadzen

did not grant any short-term equity incentive awards to Mr.

● Long-Term Equity Incentives.

During Fiscal Year 2026, Roadzen

did not grant any long-term equity incentive awards to Mr.

Summary Compensation Table

The following table presents information regarding

the total compensation awarded to, earned by and paid to Mr.

Kamboj a discretionary cash bonus of INR 1,500,000 (USD 15,847) towards deduction of base salary made during fiscal year 2025.

Equity Incentives.

For Fiscal Year 2026, Roadzen did not grant any short-term equity incentive awards to Mr.

Equity Incentives.

During Fiscal Year 2026, Roadzen did not grant any long-term equity incentive awards to Mr.

Compensation Table

following table presents information regarding the total compensation awarded to, earned by and paid to Mr.

Malhotra, Mr.

Gallardo and Mr.

Kamboj for services rendered to Roadzen (and

its subsidiaries) in all capacities for the fiscal year ended March 31, 2025 and the fiscal year ended March 31, 2024.

Kamboj for services rendered to Roadzen (and its subsidiaries) in all capacities for the fiscal year ended March 31, 2026 and the

fiscal year ended March 31, 2025.

Name and Principal Position

5 unchanged sentences

Chief Operating Officer

(1) For Fiscal Year 2025 and Fiscal Year 2024, Messrs.

Malhotra and Kamboj’s

cash compensation was paid in INR.

Amounts paid in INR were translated into USD using the

exchange rate in effect on the last day of the fiscal year:

for Fiscal Year 2025 –

1 INR = 0.01168 USD, for Fiscal Year 2024 – 1 INR = 0.01199 USD.

(2) Each amount represents the grant date fair value of the RSUs granted during

the applicable fiscal year, calculated using the Black-Scholes model.

See Note 26 in the

F-pages for the assumptions used in calculating this amount.

Fiscal Year 2026 and Fiscal Year 2025, Messrs.

Malhotra and Kamboj’s cash compensation was paid in INR.

Amounts paid in INR

were translated into USD using the exchange rate in effect on the last day of the fiscal year:

for Fiscal Year 2026 – 1 INR

= 0.01056 USD, for Fiscal Year 2025 – 1 INR = 0.01168 USD.

amount represents the grant date fair value of the RSUs granted during the applicable fiscal year, calculated using the Black-Scholes

See Note 26 in the F-pages for the assumptions used in calculating this amount.

Each Roadzen (DE) RSU was granted on September

18, 2023 with a 1-year vesting period per the following table later extended for a further period of 1 year:

18, 2023 with an initial 1-year vesting period per the following table, which was later extended on two occasions for a further period

of 1 year each:

rate to Public

Roadzen (BVI)

Rohan Malhotra

Jean-Noël Gallardo

Narrative Disclosure to the Summary Compensation Table

Employee Benefits

Malhotra, Gallardo and Kamboj are generally

eligible to participate in the health and welfare and other employee benefit programs offered by Roadzen (or its subsidiaries) on the

same basis as other executives in their respective geographies, subject to applicable law.

Employment Agreements

As of the date of this filing, Mr.

not party to an employment agreement with Roadzen (or its subsidiaries).

Gallardo and Kamboj are each party to an employment

agreement with Roadzen (or its subsidiaries), as described below:

On March 31, 2017, the Company appointed Ankur

Kamboj to serve as the Company’s Chief Operating Officer (“COO”).

The employment agreement is for an indefinite period.

to the agreement, the Company will pay Mr.

Kamboj an annualized base salary of INR 2,400,000 (USD 37,030;

1 INR = 0.015429 USD as of

March 31, 2017).

Kamboj was given a salary increase to INR 6,000,000 (USD 70,109;

1 INR = 0.01168 USD as of March 31, 2025) on September

On January 4, 2024, the Company appointed Jean-Noël

Gallardo to serve as the Company’s Chief Financial Officer (“CFO”).

The employment agreement is for a one-year term

with automatic successive one-year renewal terms.

Disclosure to the Summary Compensation Table

Malhotra, Gallardo and Kamboj are generally eligible to participate in the health and welfare and other employee benefit programs offered

by Roadzen (or its subsidiaries) on the same basis as other executives in their respective geographies, subject to applicable law.

of the date of this filing, Mr.

Malhotra is not party to an employment agreement with Roadzen (or its subsidiaries).

and Kamboj are each party to an employment agreement with Roadzen (or its subsidiaries), as described below:

March 31, 2017, the Company appointed Ankur Kamboj to serve as the Company’s Chief Operating Officer (“COO”).

The employment

agreement is for an indefinite period.

Pursuant to the agreement, the Company will pay Mr.

Gallardo an annualized base salary

of USD 250,000.

Outstanding Equity Awards at End of Fiscal Year 2025

Malhotra had 5,616,550 Roadzen (BVI) RSUs

as of March 31, 2025, which will vest on September 17, 2025.

Gallardo had 115,000 Roadzen (BVI) RSUs as

of March 31, 2025, which vest as follows:

38,333 on November 21, 2024, 38,333 on November 21, 2025 and 38,334 on November 21, 2026.

Kamboj had 1,250,007 Roadzen (BVI) RSUs as

of March 31, 2025, which will vest on September 17, 2025.

The following table summarizes the outstanding

equity awards held by each of our named executive officers as of March 31, 2025, which were granted under our Incentive Plan:

Kamboj an annualized base salary of INR 2,400,000

1 INR = 0.015429 USD as of March 31, 2017).

Kamboj was given a salary increase to INR 6,000,000 (USD 63,389;

0.01056 USD as of March 31, 2026) on September 1, 2023.

January 4, 2024, the Company appointed Jean-Noël Gallardo to serve as the Company’s Chief Financial Officer (“CFO”).

The employment agreement is for a one-year term with automatic successive one-year renewal terms.

Pursuant to the agreement, the Company

Gallardo an annualized base salary of USD 250,000.

Equity Awards at End of Fiscal Year 2026

Malhotra had 5,616,550 Roadzen (BVI) RSUs as of March 31, 2026, which will vest on September 17, 2026.

Gallardo had 115,000 Roadzen (BVI) RSUs as of March 31, 2026, which vest on November 21, 2026.

Kamboj had 1,250,007 Roadzen (BVI) RSUs as of March 31, 2026, which will vest on September 17, 2026.

following table summarizes the outstanding equity awards held by each of our named executive officers as of March 31, 2026, which were

granted under our Incentive Plan:

Equity Awards

Shares underlined options

Market value of Ordinary Shares underlined

options that have not vested

Ordinary Shares underlined options

Market value of Ordinary Shares underlined options

that have not vested

Equity incentive awards:

Number of unearned

shares, units or other rights that have not vested (1)

Number of unearned shares,

units or other rights that have not vested (1)

Equity incentive awards:

Market or payout

value of unearned shares, units or other rights that have not vested (2)

Market or payout value of

unearned shares, units or other rights that have not vested (2)

Rohan Malhotra

Jean-Noël Gallardo

(1) Represents RSUs granted on September 18, 2023 for Messrs.

Malhotra and Kamboj, and granted

on May 24, 2024 for Mr.

(2) Based on the price of RDZN at the close of trading on March 31, 2025 of $1.04 per share.

Potential Payments Upon Termination or Change in Control

Malhotra and Kamboj were not eligible

for any potential payments upon any form of termination or resignation of employment or a change in control of Roadzen (or its subsidiaries)

if such event took place on March 31, 2025, or at any other point during Fiscal Year 2025, other than as required by local regulations.

Gallardo was eligible to a potential payment upon termination of employment without cause, or resignation for good reason.

Director Compensation

Roadzen’s non-employee directors are entitled

to receive $200,000 in annual compensation for services rendered to Roadzen for the fiscal year ended March 31, 2025.

The Chairman and

the Audit Chair are entitled to receive an extra $50,000 in annual compensation for the fiscal year ended March 31, 2025.

The non-employee

directors have elected to receive their compensation for fiscal year 2025 only in equity, however, no cash compensation or equity awards

have been paid or issued as of this filing.

The following table sets forth information regarding compensation of each director, other

than named executive officers, for the fiscal year ended March 31, 2025, to be paid in the form of RSU grants.

RSUs granted on September 18, 2023 for Messrs.

Malhotra and Kamboj, and granted on May 24, 2024 for Mr.

on the price of RDZN at the close of trading on March 31, 2026 of $1.20 per share.

Payments Upon Termination or Change in Control

Malhotra and Kamboj were not eligible for any potential payments upon any form of termination or resignation of employment or a change

in control of Roadzen (or its subsidiaries) if such event took place on March 31, 2026, or at any other point during Fiscal Year 2026,

other than as required by local regulations.

Gallardo was eligible to a potential payment upon termination of employment without

cause, or resignation for good reason.

non-employee directors are entitled to receive $75,000 in annual compensation for services rendered to Roadzen for the fiscal year ended

March 31, 2026.

The Chairman and the Audit Chair are entitled to receive an extra $35,000 and $15,000, respectively, in annual compensation

for the fiscal year ended March 31, 2026.

The following table sets forth information regarding compensation of each director, other than

named executive officers, for the fiscal year ended March 31, 2026, to be paid in cash and RSU grants.

Fees Earned or Paid in Cash

4 unchanged sentences

Supurna VedBrat

Clawback Policy

We have adopted a compensation recovery policy

(the Company’s Clawback Policy), which was effective November 30, 2023, that is compliant with the Nasdaq Listing Rules, as required

by the Dodd-Frank Act.

Policies and Practices for Granting Certain Equity Awards

Our policies and practices regarding the granting

of equity awards are carefully designed to ensure compliance with applicable securities laws and to maintain the integrity of our executive

compensation program.

The Compensation Committee is responsible for the timing and terms of equity awards to executives and other eligible

The timing of equity award

grants is determined with consideration to a variety of factors, including but not limited to, the achievement of pre-established performance

targets, market conditions and internal milestones.

The Company does not follow a predetermined schedule for the granting of equity awards;

instead, each grant is considered on a case-by-case basis to align with the Company’s strategic objectives and to ensure the competitiveness

of our compensation packages.

In determining the timing

and terms of an equity award, the Board or the Compensation Committee may consider material nonpublic information to ensure that such

grants are made in compliance with applicable laws and regulations.

The Board’s or the Compensation Committee’s procedures to prevent

the improper use of material nonpublic information in connection with the granting of equity awards include oversight by legal counsel

and, where appropriate, delaying the grant of equity awards until the public disclosure of such material nonpublic information.

The Company is committed

to maintaining transparency in its executive compensation practices and to making equity awards in a manner that is not influenced by

the timing of the disclosure of material nonpublic information for the purpose of affecting the value of executive compensation.

Company regularly reviews its policies and practices related to equity awards to ensure they meet the evolving standards of corporate

governance and continue to serve the best interests of the Company and its shareholders.

Security Ownership of Certain Beneficial Owners and Management

and Related Stockholder Matters.

Securities Authorized for Issuance Under Equity Compensation

In connection with our Business Combination, our

Board and shareholders adopted the Incentive Plan as well as an Employee Stock Purchase Plan (“ESPP”).

Awards under the Incentive Plan are available

for employees, directors and consultants.

The general purpose of the Incentive Plan is to motivate the performance in the achievement

of the Company’s business objectives and align the interests of recipients with the long- term interests of the Company’s

shareholders.

To accomplish such purposes, the Incentive Plan provides that the Company may grant (i) options, (ii) stock appreciation

rights, (iii) restricted shares, (iv) restricted stock units, (v) performance-based awards (including performance-based restricted shares

and restricted stock units), (vi) other share-based awards, (vii) other cash-based awards or (viii) any combination of the foregoing.

The general purpose of the ESPP is to allow employees

an opportunity to participate in the ownership of the Company through deductions from their pay to be utilized to purchase ordinary shares

of the Company at prices that could be at a discount to the market.

The following table summarizes the number of Ordinary

Shares authorized for issuance under our equity compensation plans as of March 31, 2025.

Number of securities to be issued upon exercise of

outstanding options, warrants and rights

Weighted-average exercise price of outstanding options,

warrants and rights

Number of securities remaining available for future

issuances under equity compensation plans (excluding securities reflected in column (a))

Plan Category

Equity compensation plans approved by security holders (1)

9,722,920 (2)

15,213,946 (3)

Equity compensation plans not approved by security holders

(1) The amounts shown in this row include the Incentive Plan and the 2023

Employee Stock Purchase Plan.

(2) Consists of 10,118,500 RSUs granted, of which 395,580 were canceled as

a result of recipient employees that left the Company.

(3) Includes 13,845,130 Ordinary Shares reserved for future equity awards

under the Incentive Plan and 1,368,816 Ordinary Shares available for purchase under the 2023

Employee Stock Purchase Plan.

Securities Beneficial Ownership Table

The following table sets forth beneficial ownership

of our ordinary shares as of June 20, 2025 by:

● each person who is the beneficial owner of more than 5% of the

issued and outstanding Ordinary Shares;

● each of our named executive officers and directors.

Beneficial ownership is determined according to

the rules of the SEC, which generally provide that a person has beneficial ownership of a security if he, she, or it possesses sole or

shared voting or investment power over that security, including options and warrants that are currently exercisable or exercisable within

60 days of June 20, 2025.

Our beneficial ownership is based on 74,290,986

Ordinary Shares issued and outstanding as of June 20, 2025.

Unless otherwise indicated, we believe that all

persons named in the table below have sole voting and investment power with respect to all Ordinary Shares beneficially owned by them.

To our knowledge, no Ordinary Shares beneficially owned by any executive officer or director have been pledged as security.

The following table illustrates varying beneficial

ownership levels in Roadzen with the percentage of outstanding shares based on Ordinary Shares as of June 20,

the year, the Company entered into non-qualified stock option agreements with its non-employee directors, in exchange for accrued compensation

previously owed to those directors for the period starting from the Business Combination through March 31, 2025.

Pursuant to the terms

of the agreements, each director received options with an exercise price of $2.00 per Ordinary Share, for an aggregate of 1,069,124 Ordinary

Shares that are issuable upon exercise of the options, as follows:

Option Awards

Saurav Adhikari

Steven Carlson

Supurna VedBrat

have adopted a compensation recovery policy (the Company’s Clawback Policy), which was effective November 30, 2023, that is compliant

with the Nasdaq Listing Rules, as required by the Dodd-Frank Act.

and Practices for Granting Certain Equity Awards

policies and practices regarding the granting of equity awards are carefully designed to ensure compliance with applicable securities

laws and to maintain the integrity of our executive compensation program.

The Compensation Committee is responsible for the timing and

terms of equity awards to executives and other eligible employees.

timing of equity award grants is determined with consideration to a variety of factors, including but not limited to, the achievement

of pre-established performance targets, market conditions and internal milestones.

The Company does not follow a predetermined schedule

for the granting of equity awards;

instead, each grant is considered on a case-by-case basis to align with the Company’s strategic

objectives and to ensure the competitiveness of our compensation packages.

determining the timing and terms of an equity award, the Board or the Compensation Committee may consider material nonpublic information

to ensure that such grants are made in compliance with applicable laws and regulations.

The Board’s or the Compensation Committee’s

procedures to prevent the improper use of material nonpublic information in connection with the granting of equity awards include oversight

by legal counsel and, where appropriate, delaying the grant of equity awards until the public disclosure of such material nonpublic information.

Company is committed to maintaining transparency in its executive compensation practices and to making equity awards in a manner that

is not influenced by the timing of the disclosure of material nonpublic information for the purpose of affecting the value of executive

compensation.

The Company regularly reviews its policies and practices related to equity awards to ensure they meet the evolving standards

of corporate governance and continue to serve the best interests of the Company and its shareholders.

Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters.

Authorized for Issuance Under Equity Compensation Plans

connection with our Business Combination, our Board and shareholders adopted the Incentive Plan as well as an Employee Stock Purchase

Plan (“ESPP”).

under the Incentive Plan are available for employees, directors and consultants.

The general purpose of the Incentive Plan is to motivate

the performance in the achievement of the Company’s business objectives and align the interests of recipients with the long- term

interests of the Company’s shareholders.

To accomplish such purposes, the Incentive Plan provides that the Company may grant (i)

options, (ii) stock appreciation rights, (iii) restricted shares, (iv) restricted stock units, (v) performance-based awards (including

performance-based restricted shares and restricted stock units), (vi) other share-based awards, (vii) other cash-based awards or (viii)

any combination of the foregoing.

general purpose of the ESPP is to allow employees an opportunity to participate in the ownership of the Company through deductions from

their pay to be utilized to purchase Ordinary Shares of the Company at prices that could be at a discount to the market.

following table summarizes the number of Ordinary Shares authorized for issuance under our equity compensation plans as of March 31,

of securities to be issued upon exercise of outstanding options, warrants and rights

Weighted-average

exercise price of outstanding options, warrants and rights

of securities remaining available for future issuances under equity compensation plans (excluding securities reflected in column

compensation plans approved by security holders (1)

compensation plans not approved by security holders

amounts shown in this row include the Incentive Plan and the 2023 Employee Stock Purchase Plan.

of 10,102,843 RSUs granted, less 337,724 RSUs that are vested but not exercised.

16,820,009 Ordinary Shares reserved for future equity awards under the Incentive Plan and 1,368,816 Ordinary Shares available for

purchase under the 2023 Employee Stock Purchase Plan.

Beneficial Ownership Table

following table sets forth beneficial ownership of our Ordinary Shares as of June 26, 2026 by:

person who is the beneficial owner of more than 5% of the issued and outstanding Ordinary Shares;

of our named executive officers and directors.

ownership is determined according to the rules of the SEC, which generally provide that a person has beneficial ownership of a security

if he, she, or it possesses sole or shared voting or investment power over that security, including options and warrants that are currently

exercisable or exercisable within 60 days of June 26, 2026.

beneficial ownership is based on 84,562,603 Ordinary Shares issued and outstanding as of June 26, 2026.

otherwise indicated, we believe that all persons named in the table below have sole voting and investment power with respect to all Ordinary

Shares beneficially owned by them.

To our knowledge, no Ordinary Shares beneficially owned by any executive officer or director have

been pledged as security.

following table illustrates varying beneficial ownership levels in Roadzen with the percentage of outstanding shares based on Ordinary

Shares as of June 26, 2026:

Name and Address of Beneficial Owner

Directors and Named Executive Officers of

Ordinary Shares

Directors and Named Executive Officers of Roadzen (1)

Rohan Malhotra (2)

3 unchanged sentences

Steven Carlson (6)

Ajay Shah (3)

Supurna VedBrat (7)

Zoë Ashcroft (8)

All directors and executive officers as a group (8 individuals)

Five or more Percent Holders

Vahanna LLC (4)

Avacara PTE, Ltd.

WI Harper Fund VIII LP (7)

13books Capital LP (11)

* Less than 1%.

(1) Unless otherwise noted, the business address of each of the following

entities or individuals is c/o Roadzen Inc., 111 Anza Boulevard, Suite 109, Burlingame, California

(2) Based on a Form 4 filed on March 17, 2025 by Rohan Malhotra, a citizen

otherwise noted, the business address of each of the following entities or individuals is c/o Roadzen Inc., 111 Anza Boulevard, Suite

109, Burlingame, California 94010.

on a Form 4 filed on March 3, 2026 by Rohan Malhotra, a citizen of India.

Includes 849,642 shares owned by Mr.

Malhotra individually plus 45,854 shares owned

by RM Securities LLC, a limited liability company of which Mr.

Malhotra individually

plus 45,854 shares owned by RM Securities LLC, a limited liability company of which Mr.

Malhotra is the sole member.

The principal business of Mr.

Malhotra is serving as the Chief Executive Officer and as a

member of the board of directors of the Company.

Also includes 17,473,213 shares owned by

of which entity Mr.

Malhotra is the majority shareholder and serves as

managing director and has the power to vote and power to direct the voting of Avacara’s

shareholdings in the Company on behalf of Avacara.

The principal business of Avacara is investing

in start-up companies.

Malhotra disclaims any beneficial ownership of the shares held

by Avacara, except to the extent of his pecuniary interest therein.

Does not include 5,616,550

shares underlying restricted stock units (“RSUs”) issued under the Roadzen Inc.

2023 Omnibus Incentive Plan, as amended and/or restated from time to time (the “Plan”).

Each RSU represents the contingent right to receive one Ordinary Share.

Each RSU fully vests

on September 17, 2025, subject to Mr.

Malhotra’s continuous service with the Issuer through

the vesting date.

The business address of Mr.

Malhotra is c/o Roadzen Inc., 111 Anza Blvd.,

Suite 109, Burlingame, CA 94010.

(3) Based on Form 4s filed on December 15, 2023 and April 24, 2024, by Ajay

These securities include 487,399 Ordinary Shares that are held by Krishnan-Shah Family

Partners LP, and 50,000 Ordinary Shares exercisable from the warrants issued to Krishnan-Shah

Family Partners LP in connection with a loan made by Krishnan-Shah Family Partners LP to

Roadzen on March 28, 2024, with such warrants exercisable in full on March 28, 2025.

Shah & Lata K.

Shah 1996 Trust LP is the general partner of Krishnan-Shah Family

Partners LP (the “General Partner”).

Shah and his wife, Mrs.

are the trustees of the General Partner and have voting and dispositive control over the

securities held by Krishnan-Shah Family Partners LP.

Accordingly, Mr.

Shah and Mrs.

may be deemed to beneficially own the securities held by Krishnan-Shah Family Partners LP.

(4) Based on a Schedule 13G filed on July 11, 2024, by Vahanna LLC.

Ramgopal and Akshaya Bhargava were the managers of Vahanna LLC.

Ramgopal and Mr.

had voting and investment discretion with respect to the ordinary shares held of record by

Ramgopal and Mr.

Bhargava may be deemed to share beneficial ownership

of the ordinary shares held directly by Vahanna LLC.

Ramgopal and Mr.

disclaimed any beneficial ownership of the shares held by Vahanna LLC, except to the extent

of their pecuniary interest therein.

The business address given for Vahanna LLC was 1230

Avenue of the Americas, 16th Floor, New York NY 10020.

(5) Based on a Form 4 filed on December 31, 2024 by Avacara Pte.

Ltd (“Avacara”).

Avacara owns 17,473,213 shares owned by Avacara PTE.

The principal

business of Mr.

Malhotra is serving as the Chief Executive Officer and as a member of the board of directors of the Company.

includes 17,577,213 shares owned by Avacara PTE.

of which entity Mr.

the majority shareholder and serves as managing director and has the power to vote and power

to direct the voting of Avacara’s shareholdings in the Company on behalf of Avacara.

Malhotra is the majority shareholder and serves as managing

director and has the power to vote and power to direct the voting of Avacara’s shareholdings in the Company on behalf of Avacara.

The principal business of Avacara is investing in start-up companies.

The business address

of Avacara is 14 Robinson Road, #12-01/02 Far East Finance Building, Singapore 048545.

not include 811,189 shares owned by RM Securities LLC and Mr.

(6) Based on a Schedule 13G filed on February 22, 2024, by EVP I LP and Eos

VP I GP Limited.

The principal business address of each of the reporting persons is North

Suite 2, Town Mills, Rue Du Pre, St.

Peter Port, Guernsey, GY1, 1L.

(7) Based on a Schedule 13G filed on February 7, 2024, by (i) WI Harper Fund

VIII LP, a Cayman Islands exempted limited partnership (“WI Harper VIII”);

WI Harper Fund VIII Management LP, a Cayman Islands exempted limited partnership (“Management

(iii) WI Harper Fund VII GP LLC, a Cayman Islands limited liability company

and (iv) Peter Liu (“Liu”), a citizen of the United States.

Management VIII is the general partner of WI Harper VIII and may be deemed to have sole power

to vote and sole power to dispose of shares of the Company directly owned by WI Harper VIII.

GP LLC is the general partner of Management VIII and may be deemed to have sole power to

vote and sole power to dispose of shares of the Company directly owned by WI Harper VIII.

Liu is the sole member of GP LLC and may be deemed to have sole power to vote and sole power

to dispose of shares of the Company directly owned by WI Harper VIII.

The address for each

of WI Harper VIII, Management VIII and GP LLC is PO Box 309, Ugland House, Grand Cayman,

KY1-1104, Cayman Islands.

The address for Liu is 10F-2, Ruentex Banking Tower, 76 Tun Hua

South Road, Section 2, Taipei TW 106.

(8) Based on a Schedule 13G filed on May 7, 2024, on behalf (i) 13books Capital

LP, formerly known as Element Ventures LP, a Private Fund Limited Partnership duly registered

under the laws of England and Wales (“13books”), and (ii) 13books Capital General

Partner LLP, formerly known as Element Ventures General Partner LLP, a Limited Liability

Partnership duly registered under the laws of England and Wales ( “13 books GP”

and with 13books, the “Reporting Persons”).

13books Capital General Partner LLP

is the general partner of 13books and may be deemed to have sole power to vote and sole power

to dispose of the shares of the Company directly owned by 13books.

The principal business

address of each of the Reporting Persons is First Floor, 80 Clerkenwell Road, London EC1M

(9) Based on Form 4 filed on March 3, 2025, including 18,050 Ordinary Shares,

6,350 Ordinary Shares underlying warrants exercisable at $11.50, 58,823 Ordinary Shares underlying

convertible debentures convertible at $8.50 per Ordinary Share, and 100,000 Ordinary Shares

exercisable from the warrants of Roadzen.

(10) Based on a Form 4 filed on May 29, 2024.

Includes Ordinary Shares underlying

the RSUs issued to Mr.

Malhotra disclaims any beneficial ownership of the shares

held by Avacara, except to the extent of his pecuniary interest therein.

Does not include 5,616,550 shares underlying restricted

stock units (“RSUs”) issued under the Roadzen Inc.

2023 Omnibus Incentive Plan, as amended and/or restated from time

to time (the “Plan”).

Each RSU represents the contingent right to receive one Ordinary Share.

Each RSU fully vests on

September 17, 2026, subject to Mr.

Malhotra’s continuous service with the Issuer through the vesting date.

not include 115,000 Ordinary Shares underlying the RSUs issued to Mr.

Gallardo under the Plan.

Each RSU representing a contingent right

to receive one Ordinary Share.

The RSUs vest as follows:

38,333 on November 21, 2024, 38,333

on November 21, 2025 and 38,334 on November 21, 2026.

(11) Based on a Form 4 filed on September 22, 2023.

Does not include Ordinary Shares underlying the RSUs

issued to Mr.

Kamboj under the Plan.

Each RSU representing a contingent

right to receive one Ordinary Share.

The RSUs vest on November 21, 2026.

on a Form 4 filed on September 22, 2023.

Does not include 1,250,007 Ordinary Shares underlying the RSUs issued to Mr.

Each RSU representing a contingent right to receive one Ordinary Share.

Each RSU fully vests on

September 17, 2025.

(12) Based on a form 4 filed on December 31, 2024.

Marco Polo Securities,

(“MP”) is the record holder of these Ordinary Shares.

Carlson is the Chief

Executive Officer of MP, a corporation incorporated in the State of New York, and as such

may be deemed to have beneficial ownership of the ordinary shares held directly by MP.

Carlson disclaims any beneficial ownership of the shares held by MP, except to the extent

of his pecuniary interest therein.

The principal address of MP is 1230 Avenue of the Americas,

16th Floor, New York, NY 10020.

Certain Relationships and Related Transactions, and Director

Independence.

Other than the compensation agreements and other

arrangements described under “Roadzen’s Executive and Director Compensation” in this Annual Report and the transactions described

below, since April 1, 2024, there has not been and there is not currently proposed, any transaction or series of similar transactions

to which we were, or will be, a party in which the amount involved exceeded, or will exceed, the lesser of (i) $120,000 or (ii) one percent

of the average of our total assets for the last two completed fiscal years, and in which any director, executive officer, holder of five

percent or more of any class of our capital stock or any member of the immediate family of, or entities affiliated with, any of the foregoing

persons, had, or will have, a direct or indirect material interest.

On December 27, 2024, Roadzen entered into two

separate subscription agreements (the “Subscription Agreements”) with Marco Polo Securities, Inc.

(“Marco Polo”)

and Avacara PTE Ltd.

Pursuant to the terms of the Subscription Agreements, on that date, approximately $3.5

million in aggregate of liabilities of Roadzen to such entities was canceled in exchange for the issuance of an aggregate of 1,227,867

Ordinary Shares of Roadzen (with 892,857 Ordinary Shares issued to Marco Polo and 335,000 Ordinary Shares issued to Avacara), as contemplated

by the binding term sheets entered into by Roadzen on July 18, 2024.

The Chairman of the Board of Roadzen, Steven Carlson, is the principal

owner of Marco Polo and Roadzen’s Chief Executive Officer, Rohan Malhotra, is the principal owner and Managing Partner of Avacara,

a significant shareholder of Roadzen.

The Subscription Agreements include customary “piggyback” registration rights, as well

as demand registration rights which require Roadzen to register the Shares if requested by Marco Polo or Avacara in the event that the

Shares have not been registered on a “piggyback” basis within 90 days following the closing of the transactions contemplated

by the Subscription Agreement (the “Closing”).

Also on December 27, 2024, Roadzen entered into

separate lock-up letter agreements (the “Lock-Up Agreements”) with each of Marco Polo and Avacara, pursuant to which each

such entity agreed not to sell any of the Ordinary Shares issued to it for a period of nine months following the Closing, except that

30% of each holder’s Ordinary Shares may be sold as of the 91st day after the Closing Date, another 30% may be sold on the 181st

day after the Closing Date and the remainder may be sold as of one day after the nine month anniversary of the Closing Date.

On November 8, 2024, Roadzen entered into separate

amendments (the “RSU Amendments”) to the restricted stock unit awards (the “RSUs”) previously granted to Rohan

Malhotra, Roadzen’s Chief Executive Officer and a director, and Ankur Kamboj, Roadzen’s Chief Operating Officer.

to the RSU Amendments, each of which was effective as of September 13, 2024, the 5,616,550 RSUs previously granted by Roadzen to Mr.

Malhotra and the 1,250,007 RSUs previously granted by Roadzen to Mr.

Kamboj were each amended to change the date on which such RSUs vest

in full (subject to the executive’s continuous service with Roadzen through the vesting date) from September 18, 2024 to September

Effective as of September 24, 2024, Roadzen entered

into separate letter agreements (the “Lock-Up Amendments”) with two of its significant shareholders, Avacara and Vahanna,

pursuant to which each such shareholder agreed to amend the lock-up agreement previously entered into between such shareholder and Roadzen,

as described in the Current Report on Form 8-K filed by Roadzen on September 27, 2023 (such prior agreements, together with the lock-up

agreements entered into with other shareholders of Roadzen and described in such Form 8-K, the “Lock-Up Agreements”).

to the terms of the Lock-Up Amendments, Avacara and Vahanna agreed to extend the term of the restrictions on transfer contained in the

Lock-Up Agreements by an additional year, from September 20, 2024 to September 20, 2025 (or such earlier date that the closing price

of Roadzen’s Ordinary Shares equals or exceeds $12.00 (as adjusted for share recapitalizations, subdivisions, reorganizations,

recapitalizations and the like), for 20 trading days within 30 trading day period.

Avacara is controlled by Rohan Malhotra, Roadzen’s

Chief Executive Officer and a member of Roadzen’s board of directors.

Roadzen has been advised by a number of its other shareholders

who are party to Lock-Up Agreements that they agree to the terms of the Lock-Up Amendments, and Roadzen expects to enter into letter

agreements that are substantially similar to the Lock-Up Amendments with these other shareholders.

On March 28, 2024, Roadzen entered into a Securities

Purchase Agreement (the “SPA”) with Supurna VedBrat and Krishnan-Shah Family Partners, LP (together, the “Purchasers”),

pursuant to which Roadzen agreed to issue and sell to the Purchasers, and the Purchasers agreed to purchase from Roadzen, an aggregate

of up to $2 million in principal amount of senior secured notes (the “Notes”).

VedBrat is a director of Roadzen.

Shah, another director of Roadzen, and his wife, are trustees of the general partner of the Krishnan-Shah Family Partners, LP.

Pursuant to the terms of the SPA, Roadzen agreed

to issue to each Purchaser, warrants (the “Warrants”) to purchase, for each $10,000 in original principal amount of Notes

purchased, 1,000 of Roadzen’s ordinary shares (“Ordinary Shares”).

Accordingly, on April 22, 2024, Roadzen issued Warrants

to purchase 50,000 Ordinary Shares to Krishnan-Shah Family Partners, LP, and Roadzen expects to issue Warrants to purchase such number

of Ordinary Shares to Ms.

VedBrat in the near future.

Each Warrant will be exercisable at any time during the period commencing on March

28, 2025 (or earlier under certain circumstances described in the Warrants) (as applicable, the “Vesting Date”) through March

28, 2031 (or until the dissolution, liquidation or winding up of Roadzen, if earlier).

The exercise price of the Warrants is equal to

80% of the lower of (i) the volume weighted average price (the “VWAP”) of the Ordinary Shares, as reported on the relevant

market or exchange, over the 60 trading days subsequent to the first loan funding, (ii) the opening price of any public offering of straight

equity securities of Roadzen occurring within six months after the issue date of the Warrants and (iii) the VWAP of the Ordinary Shares

over the 60 trading days immediately prior to the Vesting Date.

The Warrants have customary anti-dilution protections in the event Roadzen

declares dividends or distributions on the Ordinary Shares or subdivides, combines or reclassifies its outstanding Ordinary Shares.

Policies for Approval of Related Party Transactions

Our board of directors reviews and approves transactions

with directors, officers, and holders of five percent or more of our voting securities and their affiliates, each a related party.

to our initial public offering, the material facts as to the related party’s relationship or interest in the transaction were disclosed

to our board of directors, and such transactions required the approval of a majority of the directors who were not interested in the

Further, when our stockholders were entitled to vote on a transaction with a related party, the material facts of the related

party’s relationship or interest in the transaction were disclosed to the stockholders, who approved the transaction.

Roadzen adopted a

written related party transactions policy that provides that such transactions must be approved by our audit committee.

this policy, the audit committee has the primary responsibility for reviewing and approving or disapproving “related party

transactions,” which are transactions or a series of transactions in which (i) the Company was or is to be a participant, (ii)

the amount of which exceeds the lesser of (x) $120,000 in the aggregate or (y) one percent of the average of the Company’s

total assets at year-end for the last two completed fiscal years and (iii) the related party had or will have a direct or indirect

material interest.

A related party transaction also includes any material amendment or modification to an existing related party

transaction regardless of whether such transaction has previously been approved in accordance with our policy.

For purposes of this

policy, a related person is defined as (a) any person serving as a director, director nominee or executive officer of the Company or

any person who has served in any of such roles since the beginning of the most recent fiscal year, even if he or she does not

currently serve in that role, (b) a greater than 5% beneficial owner of our Ordinary Shares, (c) any immediate family member of any

of the foregoing persons if the foregoing person is a natural person, or (d) any other person who may be a “related

person” pursuant to Item 404 of Regulation S-K under the Securities Exchange Act of 1934, as amended.

Director Independence

The information contained

under the heading “Director Independence” in Part III, Item 10.

“Directors, Executive Officers and Corporate Governance”

is incorporated by reference herein.

Each RSU fully vests on September 17, 2026.

of (i) 472,973 Ordinary Shares, (ii) 231,144 Ordinary Shares underlying Private Placement Warrants, and (iii) 152,732 Ordinary Shares

issuable upon the exercise of stock options that are exercisable at any time after September 15, 2025.

Does not include 28,936 Ordinary

Shares underlying RSUs issued to Mr.

Adhikari on October 1, 2025, which vest on October 1, 2026.

(i) 36,058 Ordinary Shares, (ii) 267,281 Ordinary Shares issuable upon the exercise of stock options that are exercisable at any

time after September 15, 2025, (iii) 892,857 shares held of record by Marco Polo Securities, Inc.

(“MP”) and (iv) 463,085

Ordinary Shares as a pro rata distribution from Magellan Global, of which Mr.

Carlson is a non-managing member.

Does not include

43,403 Ordinary Shares underlying RSUs issued to Mr.

Carlson on October 1, 2025, which vest on October 1, 2026.

Carlson is the

Chief Executive Officer of MP, a corporation incorporated in the State of New York, and as such may be deemed to have beneficial

ownership of the Ordinary Shares held directly by MP.

Carlson disclaims any beneficial ownership of the shares held by MP, except

to the extent of his pecuniary interest therein.

The principal address of Mr.

Carlson and MP is 1230 Avenue of the Americas, 16th

Floor, New York, NY 10020.

of (i) 42,089 Ordinary Shares, (ii) 6,350 Ordinary Shares underlying warrants exercisable at $11.50, (iii) 58,823 Ordinary Shares

underlying convertible debentures convertible at $8.50 per Ordinary Share, (iv) 100,000 Ordinary Shares underlying warrants issued

in connection with the March 2024 Notes and the May 2024 Note, and (v) 152,732 Ordinary Shares issuable upon the exercise of stock

options that are exercisable at any time after September 15, 2025.

Does not include 28,936 Ordinary Shares underlying RSUs issued

VedBrat on October 1, 2025, which vest on October 1, 2026.

(i) 24,039 Ordinary Shares, and (ii) 152,732 Ordinary Shares issuable upon the exercise of stock options that are exercisable at

any time after September 15, 2025.

Does not include 28,936 Ordinary Shares underlying RSUs issued to Ms.

Ashcroft on October 1, 2025,

which vest on October 1, 2026.

(i) 53,847 Ordinary Shares, and (ii) 190,915 Ordinary Shares issuable upon the exercise of stock options that are exercisable at

any time after September 15, 2025.

Does not include 34,723 Ordinary Shares underlying RSUs issued to Ms.

Glossman on October 1, 2025,

which vest on October 1, 2026.

on a Form 4 filed on December 31, 2024 by Avacara Pte.

Ltd (“Avacara”) and information from Mr.

17,577,213 shares owned by Avacara PTE.

of which entity Mr.

Malhotra is the majority shareholder and serves as managing director

and has the power to vote and power to direct the voting of Avacara’s shareholdings in the Company on behalf of Avacara.

principal business of Avacara is investing in start-up companies.

The business address of Avacara is 14 Robinson Road, #12-01/02

Far East Finance Building, Singapore 048545.

Does not include shares owned by RM Securities LLC and Mr.

on a Schedule 13G filed on May 7, 2024, on behalf (i) 13books Capital LP, formerly known as Element Ventures LP, a Private Fund Limited

Partnership duly registered under the laws of England and Wales (“13books”), and (ii) 13books Capital General Partner

LLP, formerly known as Element Ventures General Partner LLP, a Limited Liability Partnership duly registered under the laws of England

and Wales ( “13 books GP” and with 13books, the “Reporting Persons”).

13books Capital General Partner LLP

is the general partner of 13books and may be deemed to have sole power to vote and sole power to dispose of the shares of the Company

directly owned by 13books.

The principal business address of each of the Reporting Persons is First Floor, 80 Clerkenwell Road, London

Certain Relationships and Related Transactions, and Director Independence.

than the compensation agreements and other arrangements described under “Roadzen’s Executive and Director Compensation”

in this Annual Report and the transactions described below, since April 1, 2025, there has not been and there is not currently proposed,

any transaction or series of similar transactions to which we were, or will be, a party in which the amount involved exceeded, or will

exceed, the lesser of (i) $120,000 or (ii) one percent of the average of our total assets for the last two completed fiscal years, and

in which any director, executive officer, holder of five percent or more of any class of our capital stock or any member of the immediate

family of, or entities affiliated with, any of the foregoing persons, had, or will have, a direct or indirect material interest.

July 24, 2025, the Company entered into a subscription agreement (the “Exchange Agreement”) with related party Avacara

Pursuant to the terms of the Subscription Agreement, on that date, approximately $0.13 million in aggregate

of liabilities of the Company to such entity was canceled in exchange for the issuance of an aggregate of 104,000 Ordinary Shares (the

“Exchange Shares”).

The Company’s Chief Executive Officer, Rohan Malhotra, is the principal owner and Managing Partner

of Avacara, a significant shareholder of the Company.

Subscription Agreement includes customary “piggyback” registration rights, as well as demand registration rights which require

the Company to register the Exchange Shares if requested by Avacara.

for Approval of Related Party Transactions

board of directors reviews and approves transactions with directors, officers, and holders of five percent or more of our voting securities

and their affiliates, each a related party.

Prior to our initial public offering, the material facts as to the related party’s

relationship or interest in the transaction were disclosed to our board of directors, and such transactions required the approval of

a majority of the directors who were not interested in the transaction.

Further, when our stockholders were entitled to vote on a transaction

with a related party, the material facts of the related party’s relationship or interest in the transaction were disclosed to the

stockholders, who approved the transaction.

adopted a written related party transactions policy that provides that such transactions must be approved by our audit committee.

to this policy, the audit committee has the primary responsibility for reviewing and approving or disapproving “related party transactions,”

which are transactions or a series of transactions in which (i) the Company was or is to be a participant, (ii) the amount of which exceeds

the lesser of (x) $120,000 in the aggregate or (y) one percent of the average of the Company’s total assets at year-end for the

last two completed fiscal years and (iii) the related party had or will have a direct or indirect material interest.

A related party

transaction also includes any material amendment or modification to an existing related party transaction regardless of whether such

transaction has previously been approved in accordance with our policy.

For purposes of this policy, a related person is defined as (a)

any person serving as a director, director nominee or executive officer of the Company or any person who has served in any of such roles

since the beginning of the most recent fiscal year, even if he or she does not currently serve in that role, (b) a greater than 5% beneficial

owner of our Ordinary Shares, (c) any immediate family member of any of the foregoing persons if the foregoing person is a natural person,

or (d) any other person who may be a “related person” pursuant to Item 404 of Regulation S-K under the Securities Exchange

Act of 1934, as amended.

information contained under the heading “Director Independence” in Part III, Item 10.

“Directors, Executive Officers

and Corporate Governance” is incorporated by reference herein.

Principal Accounting Fees and Services.

The following table summarizes the fees of ASA

& Associates LLP, Roadzen’s independent registered public accounting firm, billed/ expected to be billed in each of the last

two fiscal years for audit fees and other services:

following table summarizes the fees of ASA & Associates LLP, Roadzen’s independent registered public accounting firm, billed/

expected to be billed in each of the last two fiscal years for audit fees and other services:

For the year ended

2 unchanged sentences

March 31, 2025

(in thousands)

Audit Fees (1)

Audit-Related Fees (2)

All Other Fees (4)

fees consist of fees billed for professional services rendered for the audit of our year-end financial statements and services that

are normally provided by ASA, as applicable, in connection with regulatory filings.

Audit-related

Other Fees (4)

(1) Audit fees consist of fees billed for professional services rendered for

the audit of our year-end financial statements and services that are normally provided by

ASA, as applicable, in connection with regulatory filings.

(2) Audit-related fees consist of fees billed for assurance and related services that are reasonably

related to performance of the audit or review of our financial statements and are not reported under “Audit Fees.” These

services include attest services that are not required by statute or regulation and consultations concerning financial accounting

and reporting standards.

The March 31, 2024 fees include $26.8 thousands towards ASA & Associates LLP (current auditors) and

$91.2 thousands towards Marcum LLP (auditors before the Business Combination).

(3) Tax fees consist of fees billed for professional services relating to

tax compliance, tax planning and tax advice.

(4) All other fees consist of fees billed for all other services.

Audit Committee Pre-Approval Policy and Procedures

Roadzen’s audit committee

was formed in connection with the effectiveness of our registration statement for its initial public offering.

As a result, the

audit committee did not pre-approve all of the foregoing services, although any services rendered prior to the formation of our

audit committee were approved by the Company’s board of directors.

Since the formation of its audit committee, and on a going-forward basis,

the audit committee has and will pre-approve all audit services and permitted non-audit services to be performed for it by

its auditors, including the fees and terms thereof (subject to the de minimis exceptions for non-audit services

described in the Exchange Act which are approved by the audit committee prior to the completion of the audit).

fees consist of fees billed for assurance and related services that are reasonably related to performance of the audit or review

of our financial statements and are not reported under “Audit Fees.” These services include attest services that are

not required by statute or regulation and consultations concerning financial accounting and reporting standards.

fees consist of fees billed for professional services relating to tax compliance, tax planning and tax advice.

other fees consist of fees billed for all other services.

Committee Pre-Approval Policy and Procedures

audit committee was formed in connection with the effectiveness of our registration statement for its initial public offering.

the audit committee did not pre-approve all of the foregoing services, although any services rendered prior to the formation of our audit

committee were approved by the Company’s board of directors.

Since the formation of its audit committee, and on a going-forward

basis, the audit committee has and will pre-approve all audit services and permitted non-audit services to be performed for it by its

auditors, including the fees and terms thereof (subject to the de minimis exceptions for non-audit services described in the Exchange

Act which are approved by the audit committee prior to the completion of the audit).

Exhibits, Financial Statement Schedules.

(a)(1) Financial Statements.

The following documents are included on pages

F-1 through F-29 attached hereto and are filed as part of this Annual Report on Form 10-K.

Index to Financial Statement

Financial Statements.

following documents are included on pages F-1 through F-29 attached hereto and are filed as part of this Annual Report on Form 10-K.

to Financial Statement

Report of Independent Registered Public Accounting Firm (PCAOB ID Number:

Financial Statements (Audited):

Statements (Audited):

Consolidated Balance Sheet as of March 31, 2026 and March 31, 2025

4 unchanged sentences

Notes to the Consolidated Financial Statements

(a)(2) Financial Statement Schedules.

All financial statement schedules have been omitted

because they are not applicable, not required or the information required is shown in the financial statements or the notes thereto.

(a)(3) Exhibits.

The following is a list of exhibits filed, furnished,

or incorporated by reference as part of this Annual Report on Form 10-K.

Incorporated by Reference

Financial Statement Schedules.

financial statement schedules have been omitted because they are not applicable, not required or the information required is shown in

the financial statements or the notes thereto.

following is a list of exhibits filed, furnished, or incorporated by reference as part of this Annual Report on Form 10-K.

Amended and Restated Memorandum and Articles of Association of Roadzen Inc.

26 unchanged sentences

001-40194), filed with the Securities and Exchange Commission on September 26, 2023)

Note Purchase Agreement, dated June 30, 2023, by and among Roadzen, Inc., Mizuho Securities USA LLC and other parties named thereto.

4 to Form S-4

Termination of Engagement Letters, dated September 20, 2023, by and between Vahanna Tech Edge Acquisition I Corp.

and Mizuho Securities USA LLC

Forward Purchase Agreement Confirmation Amendment dated as of January 30, 2024

19 unchanged sentences

Form of Binding Term Sheets dated as of July 18, 2024

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).

Form of Registration Rights Agreement

Form of Amendment to Restricted Stock Unit Award Grant Notice and Restricted Stock Unit Award Agreement

Form of Placement Agency Agreement, dated July 27, 2025

Form of Securities Purchase Agreement, dated July 27, 2025

Securities Purchase Agreement, dated November 20, 2025

Form of Junior Convertible Note

Placement Agency Agreement, dated November 20, 2025

Securities Purchase Agreement, dated January 19, 2026

Junior Convertible Note, dated January 20, 2026

Amendment to Securities Purchase Agreement and Junior Convertible Note, dated January 20, 2026

Second Amendment to Securities Purchase Agreement and Junior Convertible Note, dated February 25, 2026

Amendment No.

4 to Senior Secured Note Purchase Agreement, dated as of February 28, 2025.

Fee Letter, dated June 26, 2026, between Roadzen Inc.

and Mizuho Securities USA LLC.

Code of Business Conduct

Insider Trading Policy

List of Subsidiaries.

Consent of ASA & Associates LLP

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.

7 unchanged sentences

Page Interactive Data File (embedded within the Inline XBRL document).

* Filed herewith.

** Furnished herewith.

† Management contract or compensatory plan or arrangement.

contract or compensatory plan or arrangement.

Form 10-K Summary

Index to Financial Statement

to Financial Statement

Report of Independent Registered Public Accounting Firm (PCAOB ID Number:

Financial Statements (Audited):

Statements (Audited):

Consolidated Balance Sheet as of March 31, 2026 and March 31, 2025

4 unchanged sentences

Notes to the Consolidated Financial Statements

Report of Independent Registered Public Accounting

of Independent Registered Public Accounting Firm

the shareholders and the board of directors of Roadzen Inc.

3 unchanged sentences

as of March 31, 2026 and 2025, the related consolidated statements of operations, consolidated statement of comprehensive loss, consolidated

statement of shareholders’ equity/deficit and consolidated statement of cash flow for each of the two years ended

March 31, 2025 and 2024, and the related notes (collectively referred as the “consolidated financial statements”).

opinion, the consolidated financial statements present fairly, in all material respects, the financial position of the Company as of

March 31, 2025 and 2024, and the results of its operations and its cash flows for each of the two years ended March 31, 2025 and 2024,

in conformity with accounting principles generally accepted in the United States of America.

statement of shareholders’ equity/deficit and consolidated statement of cash flow for each of the two years ended March 31, 2026

and 2025, and the related notes (collectively referred as the “consolidated financial statements”).

In our opinion, the consolidated

financial statements present fairly, in all material respects, the financial position of the Company as of March 31, 2026 and 2025, and

the results of its operations and its cash flows for each of the two years ended March 31, 2026 and 2025, in conformity with accounting

principles generally accepted in the United States of America.

accompanying consolidated financial statements have been prepared assuming that the Company will continue as a going concern.

fully described in Note 2(b) of the consolidated financial statements, the Company has incurred significant losses and needs to raise

additional funds to meet its obligations and sustain its operations.

These conditions among others, raised substantial doubt about the

Company’s ability to continue as a going concern.

Management’s plans on alleviation of doubt on going concern are also described in Note

The financial statements do not include any adjustments that might result from the outcome of this uncertainty.

fully described in Note 2(b) of the consolidated financial statements, the Company has experienced operating losses in current and preceding

These conditions, among others, raised substantial doubt about the Company’s ability to continue as a going concern.

plans on alleviation of doubt on going concern are also described in Note 2(b).

The consolidated financial statements do not include

any adjustments that might result from the outcome of this uncertainty.

consolidated financial statements are the responsibility of the Company’s management.

28 unchanged sentences

Current assets:

Cash and cash

Cash and cash equivalents

Accounts receivable, net

Prepayments and other current

Prepayments and other current assets

Total current assets

2 unchanged sentences

Non marketable securities

Property and equipment,

Operating lease right-of-use

Property and equipment, net

Operating lease right-of-use assets

Intangible assets, net

long-term assets

Non current assets

and shareholders’ Equity/(Deficit)

Other long-term assets

Total Non current assets

Liabilities and shareholders’ Equity/(Deficit)

Current liabilities

Current portion of long-term

Current portion of long-term borrowings

Short-term borrowings

Accounts payable and accrued

Accounts payable and accrued expenses

Derivative warrant liabilities

Short-term operating lease

current liabilities

Short-term operating lease liabilities

Other current liabilities

Total current liabilities

1 unchanged sentence

Long-term borrowings

Long-term operating lease

long-term liabilities

Non current liabilities

Long-term operating lease liabilities

Other long-term liabilities

Total Non current liabilities

Total liabilities

Commitments and contingencies

(refer note 22)

Commitments and contingencies (refer note 22)

Shareholders’ Equity/(Deficit)

Ordinary Shares and additional paid in capital, $ 0.0001 par value per share, 220,000,000 shares

authorized as of March 31, 2025 and March 31, 2024;

Ordinary Shares and additional paid in capital, $ 0.0001 par value per share, 220,000,000 shares authorized as of March 31, 2026 and March 31, 2025;

79,695,672 and 74,290,986 shares outstanding as of March 31, 2026 and March 31, 2025 respectively

3 unchanged sentences

Accumulated other comprehensive income/(loss)

components of equity

Total shareholders’

( 1,299,868 )

Other components of equity

Total shareholders’ deficit

( 29,648,237 )

( 25,073,897 )

Non-controlling interest

Total deficit

( 26,518,584 )

( 25,690,780 )

liabilities and Total Deficit

Total liabilities and Total Deficit

accompanying notes are an integral part of these consolidated financial statements.

Statements of Operations

(in US $, except share

the Year ended

US $, except share count)

For the Year ended

Costs and expenses:

4 unchanged sentences

Depreciation and amortization

costs and expenses

Total costs and expenses

Loss from operations

4 unchanged sentences

( 3,247,831 )

Fair value gains/(losses) in financial instruments

carried at fair value

Gain on bargain purchase

Fair value gains/(losses) in financial instruments carried at fair value

( 3,984,386 )

( 14,844,420 )

Gain on deconsolidation of subsidiaries

Impairment of investment

( 1,245,326 )

( 3,395,234 )

other income/(expense)

Other income (net)

Total other income/(expense)

( 8,999,896 )

( 12,264,342 )

(Loss)/Income before income

(Loss)/Income before income tax expense

( 22,996,950 )

1 unchanged sentence

income tax (benefit)/expense

Net (loss)/income before

non-controlling interest

Net (loss)/income before non-controlling interest

( 23,017,162 )

( 73,063,311 )

Net loss attributable

to non-controlling interest, net of tax

Loss attributable to Ordinary shareholders

Net loss attributable to non-controlling interest, net of tax

Net Loss attributable to Ordinary shareholders

( 22,516,222 )

( 72,870,432 )

Net loss per share

attributable to Ordinary shareholders

Net loss per share attributable to Ordinary shareholders

Basic and diluted

3 unchanged sentences

US $, except share count)

the Year ended

For the Year ended

Cash flows from operating activities

Net loss including

non controlling interest

Net loss attributable to Ordinary shareholders

( 22,516,222 )

( 72,870,432 )

Adjustments to reconcile net loss to net cash

used in operating activities:

Adjustments to reconcile net loss to net cash used in operating activities:

Depreciation and amortization

1 unchanged sentence

Deferred income taxes

Unrealised foreign exchange

loss/(profit)

Fair value losses in financial

instruments carried at fair value

Gain on deconsolidation of subsidiaries

( 2,098,745 )

Gain on fair valuation of investments

Unrealized foreign exchange loss/(profit)

Gain over liability settled/expense through issuance of equity shares

Fair value losses/(profits) in financial instruments carried at fair value

Impairment of investment

Expected credit loss (net

Provision on doubtful advances

and receivables,

Expected credit loss (net of reversal)

Assets written off

Balances written off/(back)

( 1,545,749 )

noncash items, to reconcile net income (loss) to cash provided by (used in) operating activities

in assets and liabilities, net of assets acquired and liabilities assumed from acquisitions:

Income taxes, net

( 8,143,051 )

Gain on extinguishment of intercompany financial assets and liabilities

Net loss attributable to non-controlling interest, net of tax

Changes in assets and liabilities, net of assets acquired and liabilities assumed from acquisitions:

Accounts receivables, net

Prepayments and other assets

( 4,776,282 )

Prepayments and other assets

( 3,159,457 )

Accounts payable and accrued

( 4,822,952 )

cash used in operating activities

Accounts payable and accrued expenses

Other liabilities

( 1,102,120 )

Net cash used in operating activities

( 20,271,401 )

flows from investing activities

Purchase of property and

equipment, intangible assets and goodwill

Acquisition of businesses

( 18,142,198 )

Proceeds from sale of mutual

in mutual funds

cash used in investing activities

Cash flows from investing activities

Purchase of property and equipment and intangible assets

( 1,009,660 )

flows from financing activities

Proceeds from business

Proceeds from issue of

preferred stock

Proceeds from issue of

ordinary stock

Net proceeds/(payments)

from borrowings

from forward purchase agreement

cash generated from financing activities

Effect of exchange rate

changes on cash and cash equivalents

Proceeds from sale of mutual fund

Net cash used in investing activities

Cash flows from financing activities

Proceeds from issue of Ordinary Shares

Proceeds from issue of equity shares of subsidiary

Net proceeds/(payments) from borrowings

Proceeds from forward purchase agreement

Net cash generated from financing activities

Effect of exchange rate changes on cash and cash equivalents

Net (decrease)/increase in cash and cash equivalents (including restricted cash)

1 unchanged sentence

Cash acquired in business combination

Cash and cash equivalents

at the beginning of the period (including restricted cash)

and cash equivalents at the end of the period (including restricted cash)

Reconciliation

of cash and cash equivalents

Cash and cash equivalents at the beginning of the period (including restricted cash)

Cash and cash equivalents at the end of the period (including restricted cash)

Reconciliation of cash and cash equivalents

Cash and cash equivalents

Restricted cash

cash and cash equivalents

Supplemental disclosure

of cash flow information

Total cash and cash equivalents

Supplemental disclosure of cash flow information

Cash paid for interest, net of amounts capitalized

Non-cash investing and financing

Non-cash investing and financing activities

Consideration payable in connection with acquisitions

3 unchanged sentences

US $, except share count)

the Year ended

(loss)/income

For the Year ended

Net (loss)/income

( 22,516,222 )

1 unchanged sentence

Changes in foreign currency translation reserve

changes in foreign currency translation

reserve attributable to non-controlling interest

comprehensive income (loss) attributable to Roadzen Inc.

changes in foreign currency translation reserve attributable to non-controlling interest

Other comprehensive income (loss) attributable to Roadzen Inc.

ordinary shareholders

comprehensive loss attributable to Roadzen Inc.

Total comprehensive loss attributable to Roadzen Inc.

ordinary shareholders

4 unchanged sentences

US $, except share count)

Shareholders’

Equity/(Deficit)

preferred stock

and additional

comprehensive

shareholders’

as of April 1, 2023

( 51,448,299 )

( 50,845,203 )

of Series A1 stock during the period through rights issue

of Series A1 stock during the period through conversion of loan

attributable to stock based Compensation Reserve

profit attributable to Ordinary shareholders

( 99,669,335 )

of issuance/repayment of debenture

comprehensive income

of redeemable convertible preferred stock into common stock upon Business Combination

( 41,894,535 )

( 59,816,278 )

of common stock upon Business Combination

as of March 31, 2024

( 151,008,419 )

Ordinary shares and APIC

Debenture Redemption

Stock-based compensation

Total shareholders’

be issued (ii)

Balance as of April 1, 2024

( 151,008,419 )

as of April 1, 2024

( 10,073,836 )

Issuance of ordinary shares during the period through conversion of payables

Issuance of ordinary shares during the period through conversion of loan

Net loss attributable to ordinary shareholders

( 72,870,432 )

Mezzanine equity

( 72,870,432 )

Other comprehensive income

Movement attributable to stock-based compensation reserve

Impact of issuance/repayment of debenture

Issuance of ordinary shares

Balance as of March 31, 2025

( 223,826,442 )

of Ordinary share during the period through conversion of payables

of Ordinary shares during the period through conversion of loan

profit attributable to Ordinary shareholders

( 25,073,897 )

Issuance of ordinary shares during the period through PIPE

Transactions with non-controlling interest holders ( i)

Net loss attributable to ordinary shareholders

( 22,516,222 )

comprehensive income

attributable to stock based Compensation Reserve

of issuance/repayment of debenture

of ordinary shares

as of March 31, 2025

( 22,516,222 )

Ordinary shares issuable for stock compensation and settlement arrangements

Reclassification on redemption of debenture

Other comprehensive loss

Other comprehensive income (loss)

Movement attributable to stock-based compensation reserve

Balance as of March 31, 2026

( 246,224,660 )

Mezzanine equity

( 1,299,868 )

( 29,648,237 )

(i) Represents the

premium arising on issue of shares by a subsidiary to non-controlling interest holders, being the excess of consideration received over

the fair value of the net assets attributable to the shares so issued.

(ii) Represents shares

pending issuance to (a) directors of the Company in settlement of legacy compensation liabilities, and (b) an employee of one of the

subsidiaries.

accompanying notes are an integral part of these consolidated financial statements.

3 unchanged sentences

Inc., a British Virgin Islands business company (the “Parent Company”, formerly known as Vahanna Tech Edge Acquisition I

and sometimes referred to in this filing as “Vahanna”) has subsidiaries located in India, the United States and the

United Kingdom.

The Company is a leading Insurtech platform and provides solutions in relation to insurance products, including distribution,

pre-inspection assistance, telematics, claims submission and administration, and roadside assistance.

The consolidated financial statements

include the accounts of Roadzen Inc.

and its subsidiaries (collectively, “Roadzen” or the “Company”).

and sometimes referred to in this filing as “Vahanna”) has subsidiaries located in India, the United States, the United

Kingdom, the Republic of Ireland and the People’s Republic of China.

The Company is a leading Insurtech platform and provides solutions

in relation to insurance products, including distribution, pre-inspection assistance, telematics, claims submission and administration,

and roadside assistance.

September 20, 2023 (the “Closing Date”), Vahanna, Roadzen, Inc., a Delaware corporation (“Roadzen (DE)”), and

6 unchanged sentences

contemplated by the Merger Agreement and the other agreements contemplated thereby, the “Business Combination”).

connection with the Closing (as defined below), and pursuant to the terms of the Merger Agreement, equity interests in Vahanna and Roadzen

(DE) were converted into ordinary shares of Parent Company, $ 0.0001 par value (“Ordinary Shares”) as follows:

(i) each outstanding

share of common stock of Roadzen (DE) including shares of common stock issued upon conversion of each outstanding share of Roadzen (DE)’s

convertible preferred stock, was cancelled and converted into 27.21 Ordinary Shares, (ii) each restricted stock unit of Roadzen (DE)

(“Roadzen (DE) RSU”) was assumed and converted into the right to receive 27.21 restricted stock units of the Parent Company

(each, a “RDZN RSU”) and were assumed as Substitute Awards under the Roadzen Inc.

2023 Omnibus Incentive Plan, (iii) each

equity security of Roadzen (DE) other than Roadzen (DE) common stock and Roadzen (DE) RSUs (each, a “Roadzen (DE) Additional Security”)

was assumed and converted into the right to receive equity interests that may vest, settle, convert or be exercised into 27.21 Ordinary

Shares, (iv) each share of common stock of Merger Sub issued and outstanding immediately prior to the Closing was cancelled, retired

and ceased to exist, and (v) each ordinary share of Vahanna (each, a “Vahanna Ordinary Share”) issued and outstanding immediately

prior to the Closing and not redeemed in connection with the Redemption (as defined below) remained outstanding and is now one Ordinary

in connection with the consummation of the Business Combination (the “Closing”), Vahanna changed its name to “Roadzen

Beginning on September 21, 2023, the Company’s Ordinary Shares and warrants trade on the Nasdaq Global Market and

Nasdaq Capital Market under the ticker symbol “RDZN” and “RDZNW” respectively.

Company determined that Roadzen (DE) was the accounting acquirer in the Business Combination based on an analysis of the criteria outlined

in Accounting Standards Codification 805.

The determination was primarily based on the following facts:

Roadzen (DE) stockholders having a controlling voting interest in the Company;

(DE) existing management team serving as the initial management team of the Company and holding a majority of the initial board of directors

of the Company;

(DE) management continuing to hold executive management roles for the post-combination company and being responsible for the day-to-day

Roadzen (DE) operations comprising the ongoing operations of the Company.

for accounting purposes, the Business Combination was treated as the equivalent of Roadzen (DE) issuing stock for the net assets of Vahanna,

accompanied by a recapitalization.

The primary assets acquired from Vahanna related to cash amounts and a forward purchase agreement

(“FPA”) that was assumed at fair value upon closing of the Business Combination.

No goodwill or other intangible assets were

recorded as a result of the Business Combination.

Vahanna was the legal acquirer in the Business Combination, because Roadzen (DE) was deemed the accounting acquirer, the historical financial

statements of Roadzen (DE) became the historical financial statements of the combined company upon the consummation

of the Business Combination.

As a result, the financial statements reflect (i) the historical operating results of Roadzen (DE) prior

to the Business Combination;

(ii) the combined results of Vahanna and Roadzen (DE) following the closing of the Business Combination;

(iii) the assets and liabilities of Roadzen (DE) at their historical cost;

and (iv) the Company’s equity structure for all periods

to the consolidated financial statements

US $, except share count)

accordance with guidance applicable to these circumstances, the equity structure has been retroactively restated in all comparative periods

up to the Closing Date, to reflect the number of Ordinary Shares issued to Roadzen (DE) common stockholders, Roadzen (DE) convertible

preferred stockholders and holders of Vahanna ordinary shares not redeemed in connection with the Redemption.

As such, the shares and

corresponding capital amounts and earnings per share related to Roadzen (DE) convertible preferred stock, the common stock of Roadzen

(DE) and Vahanna Ordinary Shares not redeemed in connection with the Redemption prior to the Business Combination have been retroactively

restated as shares reflecting the exchange ratio established in the Business Combination.

The consolidated financial statements include the accounts of Roadzen Inc.

and its subsidiaries (collectively,

“Roadzen” or the “Company”).

Summary of significant accounting policies

a) Basis of presentation and consolidation

accompanying unaudited condensed consolidated financial statements have been prepared in accordance with generally accepted accounting

principles in the United States (“U.S.

Basis of presentation and consolidation

accompanying consolidated financial statements have been prepared in accordance with generally accepted accounting principles in the

United States (“U.S.

GAAP”) and the rules and regulations of the Securities and Exchange Commission (the

The accompanying consolidated financial statements reflect all adjustments that management considers necessary for

a fair presentation of the results of operations for the periods presented.

accompanying unaudited condensed consolidated financial statements have been prepared on a consolidated basis and reflect the financial

statements of the Parent Company and its subsidiaries.

All intercompany balances and transactions have been eliminated.

When the Company

does not have a controlling interest in an investee but exerts significant influence over the investee, the Company applies the equity

method of accounting.

b) Liquidity and going concern

accompanying consolidated financial statements have been prepared on a going concern basis, which assumes the Company will continue

to meet its obligations as they become due in the ordinary course of business.

of March 31, 2025 and 2024, the Company has incurred recurring operating losses, negative operating cash flows, and a negative

working capital position.

These conditions raise substantial doubt about the Company’s ability to continue as a going concern.

However, management believes that this doubt can be alleviated based on a clear and executable mitigation strategy currently

support this conclusion, the Company has implemented a comprehensive plan centered around capital raising, liability restructuring,

and operational cost optimization.

In FY25, the Company eliminated approximately $ 12.6 million

in short-term liabilities through a combination of equity issuance and cash settlements.

This included converting $ 3.4 million

of liabilities into equity and settling $ 8.8 million

of vendor payables for just $ 1.65 million

Roadzen is actively pursuing both equity and debt capital to strengthen its balance sheet.

The Company is currently raising funds through

a PIPE (Private Investment in Public Equity) transaction with original investors, which includes both fresh capital and the

conversion of existing Vahanna debt into equity.

The Company is also exploring new long-term credit facilities

to refinance short-term obligations and create a more sustainable capital structure.

Management remains engaged in active discussions

to finalize additional equity and debt transactions over the coming months.

Based on the progress made to date—demonstrated by completed transactions, advanced negotiations, and investor

commitments—management believes it has formulated and is executing a viable plan to obtain sufficient liquidity to meet obligations

as they fall due over the next 12 months.

As a result, management expects to alleviate the substantial doubt regarding the Company’s

ability to continue as a going concern.

consolidated financial statements do not include any adjustments relating to the recoverability of assets or the classification

of liabilities that might be required should the Company be unable to continue as a going concern.

c) Use of estimates

preparation of the unaudited condensed consolidated financial statements in conformity with U.S.

GAAP requires management to make estimates

and assumptions, which affect the reported amounts in the financial statements and accompanying notes.

“SEC”) and reflect our accounts and operations and those of our subsidiaries in which we have a controlling financial

The accompanying consolidated financial statements reflect all adjustments that management considers necessary for a fair

presentation of the results of operations for the periods presented.

intercompany balances and transactions have been eliminated upon consolidation.

When the Company does not have a controlling interest in an investee

but exerts significant influence over the investee, the Company applies the equity method of accounting.

Liquidity and going concern

accompanying consolidated financial statements have been prepared assuming the Company will continue as a going concern.

Company has experienced operating losses in current and preceding periods.

As of March 31, 2026 and 2025, the Company also has negative

operating cash flows and negative working capital position.

These events, among others, raise substantial doubt over the Company’s

ability to continue as a going concern for a reasonable period of time.

The Company expects to have ongoing requirements for capital

investment to implement its business plans to achieve revenue growth forecast, control operating costs, and meet cash flow requirements.

The Company’s ability to continue as a going concern is dependent upon, among other things, the Company’s mitigation plan

to (i) raise additional funds from existing or new credit facilities, (ii) receive funds by raising additional share capital and/or (iii)

re-structure existing liabilities.

to the consolidated financial statements

US $, except share count)

Company has undertaken multiple initiatives to achieve these goals, including agreeing to convert certain liabilities into equity

and working to restructure and convert other current liabilities into equity or long-term notes, including the recently executed

amendment to extend its senior secured facility into long-term debt.

The Company has also filed a shelf registration statement on

Form S-3 with the SEC, under which it sold equity, raising gross proceeds of $ 7,999,979 in

May 2026, and is pursuing additional potential financing opportunities.

The Company’s plans may change as a result of many

factors currently unknown.

on the progress made to date – demonstrated by completed transactions, advanced negotiations, and investor commitments –

management believes it has formulated and is executing a viable plan to obtain sufficient liquidity to meet obligations as they fall

due over the next 12 months.

As a result, management expects to alleviate the substantial doubt regarding the Company’s ability

to continue as a going concern.

consolidated financial statements do not include any adjustments relating to the recovery of the recorded assets or the classification

of the liabilities that might be necessary if the Company is unable to continue as a going concern.

Use of estimates

preparation of the consolidated financial statements in conformity with U.S.

GAAP requires management to make estimates and assumptions,

which affect the reported amounts in the consolidated financial statements and accompanying notes.

Estimates are based on historical

6 unchanged sentences

that the estimates used in the preparation of the consolidated financial statements are reasonable.

to the consolidated financial statements

US $, except share count)

and underlying assumptions are reviewed on an ongoing basis.

1 unchanged sentence

the estimates are revised and in any future periods affected.

d) Reclassifications

the year ended March 31, 2025, the Company has reclassified certain expenses related to its India brokerage operations to better

align with their true nature and industry practice.

These expenses, initially categorized under Cost of Services, have been reclassified

to Sales & Marketing expenses during the current quarter.

This reclassification is based on the recognition that these costs are

primarily associated with marketing and sales efforts, including advertising, promotions, and customer acquisition, which more accurately

reflect the Company’s efforts to drive revenue.

maintain consistency and comparability, the Company has also adjusted the comparative financial statements of prior periods to conform

to the current period presentation.

Accordingly, the Company has reclassified $ 1,029,330 from Cost of Services to Sales & Marketing

for the year ended March 31, 2025 and $ 192,285 in the year ended March 31, 2024.

reclassification impacts the Unaudited Condensed Consolidated Statements of Operations, where these expenses are now reported under Sales

& Marketing instead of Cost of Services.

This reclassification does not affect the Company’s net income or loss, nor does it

alter the figures presented in the Unaudited Condensed Consolidated Balance Sheets, Unaudited Condensed Consolidated Statements of Cash

Flows, or Unaudited Condensed Consolidated Statement of Shareholders’ Deficit.

The change ensures that the financial statements

provide a clearer and more accurate view of the Company’s cost structure.

consist primarily of revenue from:

policy distribution in the form of commissions, brokerage, underwriting and other fees;

support services comprised of pre-inspection and risk assessment, roadside assistance, extended

warranty, and claim processing using the Company’s IaaS platform.

Company recognizes revenue at the time of transfer of promised goods or services to customers in an amount that reflects the consideration

to which the Company expects to be entitled in exchange for those goods or services.

Revenues cannot be recognized until the performance

obligation(s) are satisfied and control is transferred to the customer.

from distribution of insurance policies

policy distribution and brokerage income:

Company enters into contracts with insurance companies for the purpose of distributing insurance products to end consumers.

The Company’s

performance obligation under these contracts is to sell insurance policies to earn commissions, brokerage and other fees.

distribution services is recognized at a point in time when the related services are rendered as per the terms of the agreement with

Revenue is disclosed net of the Goods and Service tax charged on such services.

fee from underwriting and pricing:

Company enters into contracts with insurance companies for the purpose of underwriting insurance products for the automotive segment

including its pricing on behalf of insurers.

The risk of underwriting the insurance contract is covered by the insurer and thus the Company

is considered as an agent for the purpose of recognizing revenue.

The Company’s performance obligation under these contracts is

to underwrite and price the policies.

The Company generates underwriting fees termed as Managing General Agent fees (MGA fees) on provision

of those services.

The underwriting fees are determined as a percentage of net insurance premiums payable to the insurer (net of all

commissions, royalties, and administration fees).

Revenue from underwriting and pricing is recognized upfront based on the point in time

i.e., at the time the policy is issued to the customer.

platform enabled services:

assistance and extended warranty income:

Company enters into contracts with insurance companies and other subscribers in order to provide roadside assistance services and extended

warranty services to their policyholders/subscribers.

The Company’s performance obligation under these contracts is to provide

roadside assistance and extended warranty services as a stand ready obligation.

The Company is the primary obligor in these transactions

and has latitude in establishing prices and selecting and contracting with suppliers, and is accordingly considered as principal

the purpose of recognizing gross revenue.

Revenue from roadside assistance and extended warranty services is recorded over the

tenure of contract which is usually one

to the consolidated financial statements

US $, except share count)

Company enters into contracts with insurance companies to inspect vehicles for accident claims made by their policyholders.

The Company’s

performance obligation under these contracts is to inspect and assist in assessing claims for and on behalf of the customers, i.e.

insurance companies.

The Company engages with multiple vendors to provide these services in different geographies.

The Company is the

primary obligor in the transaction and has latitude in establishing prices, and selecting and contracting with suppliers, and is accordingly

considered as principal for the purpose of recognizing revenue.

Revenue from inspection and risk assessment is recorded when the inspections

are conducted.

Administration

fee from insurance support and service plan administration:

Company enters into contracts with insurance companies to provide insurance support services which includes premium collection,

policy administration, claims handling and processing, customer service, updating customer files, etc., to provide better customer

experience for the policyholders/subscribers.

Revenue is recognized over time as the performance obligations are satisfied through

effort expended to research, investigate, evaluate, document and process claims, and control of these services are transferred to

customers/insurance companies.

The Company’s obligation to manage and process the claims under insurance support services can

range from 1 one to seven years .

The Company receives administration fees from its customers at inception of the contract prior to

completion of transferring the services to the customer.

Company’s performance obligation under these contracts is to provide the above services as a stand ready obligation.

The obligation

to provide insurance services lies with the insurer and the Company has no interest other than receiving the commission/management fee

The Company provides the above services on behalf of the insurance companies and is accordingly considered as an agent for

the purpose of recognizing revenue.

Company enters into contracts with Original Equipment Manufacturers (“OEMs”) primarily to administer the service

plans/extended warranty schemes launched by OEMs.

The Company’s performance obligation under these contracts is to administer

these programs.

The Company acts on behalf of the OEMs and is accordingly considered as an agent for the purpose of recognizing

revenue, as the primary obligation to fulfill the service/extended warranty schemes belongs to the OEMs.

The administration fees

received from the provision of service plan administration is recorded ratably over the tenure of contract which usually ranges from

1 one to seven years .

f) Contract assets and liabilities

Contract asset and liabilities

contract asset (unbilled revenue) is the right to receive consideration in exchange for goods or services transferred to the customer.

If the Company performs by transferring goods or services to a customer before the customer pays consideration or before payment is due,

a contract asset is recognized for the earned consideration that is conditional.

When the Company satisfies its performance obligation by transferring goods or services to a customer before the

customer pays consideration, or before payment becomes due, a contract asset is recognized for the earned consideration.

liabilities consist of amounts paid by the Company’s customers for which the associated performance obligations have not been satisfied

3 unchanged sentences

with the related customer payments and invoicing is expected to occur in more than one year from the balance sheet date.

g) Cost of services

cost of services for the Company’s distribution business includes employee related expenses directly involved in generating and

servicing revenue and other direct expenses related to facilities.

the Company’s IaaS platform-based services cost of revenue primarily consists of direct costs incurred for delivering the services

to customers and the cost of onsite engineering support for roadside assistance, employee related expenses, risk assessment expenses

and other direct expenses.

Amounts incurred towards vendors/suppliers for inspections and roadside assistance also form part of direct

Cost of services also includes cost of telematics devices sold through different subscription or upfront sale model.

of services are recognized as they are incurred.

to the consolidated financial statements

US $, except share count)

h) Cash and cash equivalents

Cash and cash equivalents

and cash equivalents primarily represent cash balances in current bank accounts.

1 unchanged sentence

original maturity of three months or less, when purchased, to be cash equivalents.

i) Restricted cash and cash equivalents

Restricted cash and cash equivalents

cash and cash equivalents are pledged as security for contractual arrangements.

1 unchanged sentence

current and noncurrent assets based on the term of the remaining restriction.

The reconciliation of cash and cash equivalents and restricted

cash and cash equivalents to the consolidated balance sheets amounts are as follows:

Schedule of reconciliation of cash and cash equivalents and restricted cash and cash equivalents

Cash and cash equivalents

Restricted cash and cash equivalents—current

Restricted cash and cash equivalents—non-current

j) Concentration of credit risk

Concentration of credit risk

instruments that potentially subject the Company to concentration of credit risk are reflected principally in cash and cash equivalents,

6 unchanged sentences

The Company has not experienced any losses to date related to these concentrations.

k) Accounts receivable, net

receivables are recorded at invoice value, net of allowance for doubtful accounts.

On a periodic basis, management evaluates its accounts

receivable and determines whether to provide an allowance or if any accounts should be written off based on a past history of write-offs,

collections, and current credit conditions.

A receivable is considered past due if the Company has not received payments based on agreed-upon

l) Property and equipment

Accounts receivable, net

receivable from contracts with customers are recorded at the invoiced amounts.

The Company recognizes an allowance for credit losses

in accordance with ASC 326 using the Current Expected Credit Loss (CECL) model.

The allowance reflects management’s estimate of

lifetime expected credit losses based on historical experience, current conditions, and reasonable and supportable forecasts.

Company applies the aging method and the simplified approach permitted under ASC 326 for trade receivables.

Receivables are

evaluated on a collective basis, and loss rates are determined based on the aging of balances.

Historical loss rates are updated

periodically.

Based on the Company’s assessment, historical loss experience continues to provide the most reliable basis for estimating

expected credit losses.

are written off when they are deemed uncollectible, with the corresponding amount charged against the allowance for credit losses.

of amounts previously written off are recognized when received and recorded as a reduction to the provision for credit losses.

The provision

is presented within noninterest expense—general and administrative in the consolidated statements of operations and comprehensive

income (loss).

reviews the allowance for credit losses regularly.

Changes in estimates or assumptions, or updates to customer-specific facts and circumstances,

may result in adjustments to the allowance in the period such changes occur.

Property and equipment

and equipment represents the costs of furniture and fixtures, office and computer equipment, and leasehold improvements.

4 unchanged sentences

of depreciation over the assets estimated useful lives

Office and Electrical Equipment [Member]

and electrical equipment

Office and electrical equipment

Furniture and fixtures

Motor Vehicle and other equipment

to the consolidated financial statements

US $, except share count)

improvements related to office facilities are depreciated over the shorter of the lease term or the estimated useful life of the improvement.

8 unchanged sentences

life prospectively.

to the consolidated financial statements

US $, except share count)

Company reviews property and equipment for impairment when events or circumstances indicate the carrying amount may not be recoverable.

3 unchanged sentences

in operating expenses.

m) Intangible assets, net (including intangibles under development)

Intangible assets, net

Company capitalizes costs incurred on its internal-use software during the application development stage as intangibles under development.

2 unchanged sentences

is available for intended use, capitalization ceases, and the Company estimates the useful life of the asset and begins amortization.

software is amortized on a straight-line basis over its estimated useful life, which is generally three

years and up to 11 eleven.

software is amortized on a straight-line basis over its estimated useful life, which is generally three years and up to 5 five.

Company evaluates the useful lives of these assets on an annual basis and tests for impairment whenever events or changes in circumstances

26 unchanged sentences

in operating expenses in the period in which the obligation for those payments are incurred.

to the consolidated financial statements

US $, except share count)

leases are included in operating lease ROU assets, short-term operating lease liabilities, current and long-term operating lease liabilities,

7 unchanged sentences

depreciation on a straight-line basis over the lease term and interest using the effective interest method.

to the consolidated financial statements

US $, except share count)

o) Fair value measurements and financial instruments

Fair value measurements and financial instruments

Company holds financial instruments that are measured and disclosed at fair value.

2 unchanged sentences

levels of the fair value hierarchy are described as follows:

Level 1 inputs:

Unadjusted quoted prices

in active markets for identical assets or liabilities accessible to the reporting entity at the measurement date.

Level 2 inputs:

Other than quoted prices

included in Level 1 inputs that are observable for the asset or liability, either directly or indirectly, for substantially the full

term of the asset or liability.

Level 3 inputs:

Unobservable inputs for the

asset or liability used to measure fair value to the extent that observable inputs are not available, thereby allowing for situations

in which there is little, if any, market activity for the asset or liability at measurement date.

quoted prices in active markets for identical assets or liabilities accessible to the reporting entity at the measurement date.

than quoted prices included in Level 1 inputs that are observable for the asset or liability, either directly or indirectly, for

substantially the full term of the asset or liability.

inputs for the asset or liability used to measure fair value to the extent that observable inputs are not available, thereby allowing

for situations in which there is little, if any, market activity for the asset or liability at measurement date.

Company’s assessment of the significance of a particular input to the fair value measurement requires judgment and may affect the

7 unchanged sentences

relatively short maturities.

p) Business combination

Business combination and asset acquisition

Company accounts for an acquisition as a business combination if the assets acquired and liabilities assumed in the transaction constitute

a business in accordance with Accounting Standard Codification (“ASC”) Topic 805 “Business Combinations.” Such

a business in accordance with ASC Topic 805 “Business Combinations.” Such

acquisitions are accounted using the acquisition method i.e., by recognizing the identifiable tangible and intangible assets acquired

2 unchanged sentences

individual assets and liabilities are recorded at their respective relative fair values corresponding to the consideration transferred.

to the consolidated financial statements

US $, except share count)

the set of assets acquired and liabilities assumed does not constitute a business as defined under ASC 805, the transaction is accounted

for as an asset acquisition.

In such cases, the Company allocates the purchase price to the individual identifiable assets acquired and

liabilities assumed based on their relative fair values at the acquisition date.

No goodwill is recognized in an asset acquisition.

assets recognized through the purchase price allocation are expected to provide economic benefits to the Company through future cash

flows, cost efficiencies, or strategic advantages associated with the acquired assets.

These assets are subsequently measured and amortized

or depreciated in accordance with the Company’s accounting policies applicable to the respective asset classes.

represents the excess of the purchase price over the fair value of net assets acquired in business acquisitions accounted for using the

7 unchanged sentences

and changes in our business strategy.

to the consolidated financial statements

US $, except share count)

Company’s test for goodwill impairment starts with a qualitative assessment to determine whether it is necessary to perform the

3 unchanged sentences

For the purposes of impairment testing,

the Company determined that it has only one reporting unit.

r) Foreign currency

the Company determined that it has five reporting units.

Foreign currency

Company’s consolidated financial statements are reported in U.S.

1 unchanged sentence

The functional currency for the Company’s subsidiaries in India is the Indian Rupee (“INR”), the functional

currency of the Company’s subsidiary in the United Kingdom is the British Pound Sterling (“GBP”).

The translation of

the functional currency of the Company’s subsidiaries into USD is performed for balance sheet accounts using the exchange rates

currency of the Company’s subsidiary in the United Kingdom is the British Pound Sterling (“GBP”), and the functional

currency of the Company’s subsidiary in the People’s Republic of China is the Chinese Renminbi (“RMB”).

The translation

of the functional currency of the Company’s subsidiaries into USD is performed for balance sheet accounts using the exchange rates

in effect as of the balance sheet date and for revenues and expense accounts using an average exchange rate prevailing during the respective

6 unchanged sentences

losses resulting from foreign currency transactions are included in the consolidated statements of operations.

s) Employee benefit plans

Employee benefit plans

Contributions

13 unchanged sentences

in recording its obligations under its plans are reasonable based on its experience and market conditions.

t) Inventories

are stated at the lower of cost and net realizable value.

Cost is determined using the first-in, first-out method (FIFO) for all inventories.

u) Income taxes

Company accounts for income taxes using the asset and liability method, which requires the recognition of deferred tax assets and liabilities

2 unchanged sentences

are considered.

to the consolidated financial statements

US $, except share count)

Company accounts for uncertainty in tax positions recognized in the consolidated financial statements by recognizing a tax benefit from

3 unchanged sentences

recognition threshold at the effective date to be recognized.

to the consolidated financial statements

US $, except share count)

tax assets and liabilities are recognized for future tax consequences attributable to differences between the financial statement carrying

16 unchanged sentences

tax provision would increase or decrease in the period in which the assessment is changed.

v) Income/loss per share attributable to common shareholders

Company computes net income (loss) per share using the two-class method required for participating securities.

The two-class method requires

income available to holders of Ordinary Share for the period to be allocated between Ordinary Shares and participating securities based

upon their respective rights to receive dividends as if all income for the period had been distributed.

For the reclassified periods

prior to the Business Combination, the Roadzen (DE) convertible preferred stock is a participating security because holders of such shares

have dividend rights in the event that a cash dividend was declared on

the common stock of Roadzen (DE) at an amount equal to dividend paid on each share of Roadzen (DE) common stock.

The convertible notes

of Roadzen (DE) prior to the Business Combination and of the Company at and subsequent to the Business Combination are not considered

participating securities.

The holders of the convertible preferred stock in Roadzen (DE) prior to the Business Combination would have

been would be entitled to dividends in preference to shareholders of Roadzen (DE) common stock, at specified rates, if declared.

any remaining earnings would be distributed to the holders of Roadzen (DE) common stock and convertible preferred stock on a pro-rata

basis assuming conversion of all convertible preferred stock into common stock of Roadzen (DE).

net income/(loss) per share is calculated by dividing the net income/(loss) attributable to Ordinary Shares or, pre-Business Combination,

common stock of Roadzen (DE) by the weighted-average number of Ordinary Shares or, pre-Business Combination, common stock of Roadzen

(DE), outstanding during the period, without consideration of potentially dilutive securities.

Diluted net income/(loss) per share is

computed by dividing the net income/(loss) attributable to Ordinary Shares or, pre-Business Combination, common stock of Roadzen (DE),

by the weighted-average number of Ordinary Shares or, pre-Business Combination, common stock of Roadzen (DE), and potentially dilutive

securities that could have been outstanding for the period.

w) Investments

Loss per share attributable to Ordinary shareholders

net loss per ordinary share is computed by dividing the net loss available to ordinary shareholders (the numerator) by the weighted average

number of ordinary shares outstanding (the denominator) during the period.

Diluted net loss per ordinary share is computed by dividing

the net loss available to ordinary shareholders by the weighted average number of ordinary shares and potential ordinary shares outstanding

when the impact is not antidilutive.

Potential ordinary shares from stock options, unvested restricted stock units and ordinary share

warrants are computed using the treasury stock method.

Contingently issuable shares are included in basic net loss per share only when

there is no circumstance under which those shares would not be issued.

Shares issuable for little or no cash consideration shall be considered

outstanding ordinary shares and included in the computations of basic and diluted net loss per share.

Public and Private Warrants.

connection with Vahanna’s initial public offering in 2021, 10,004,994 public warrants were issued (the “Public Warrants”)

and 9,152,087 warrants were issued in a private placement (the “Private Placement Warrants”).

Both Public Warrants and Private

Placement Warrants remained outstanding and became warrants to purchase Ordinary Shares in the Company upon the close of the Business

During the quarter ended December 31, 2025 the Company registered the Private Placement Warrants and Ordinary Shares underlying

them, thereby removing all restrictions on the Private Placement Warrants.

As a result, the Company is no longer differentiating between

the Public and Private Placement Warrants and only uses the term Public Warrants.

Public Warrants are not accounted for as liabilities.

The Public Warrants will not be adjusted for issuances of Ordinary Shares at a

price below its exercise price.

Additionally, in no event will the Company be required to net cash settle the Public Warrants.

Note 17 for further information regarding the fair value of the Public Warrants.

to the consolidated financial statements

US $, except share count)

investments are classified as available-for-sale securities and are measured at fair value based on quoted market prices in accordance

with ASC 320 and ASC 820.

Non marketable securities

investments with a readily determinable fair value, other than equity method investments, are measured at fair value with changes in

2 unchanged sentences

measured at cost, less any impairment.

x) Commitments and contingencies

Commitments and contingencies

for loss contingencies arising from claims, assessments, litigation, fines, and penalties and other sources are recorded when it is probable

4 unchanged sentences

recorded as assets and are not offset against the related environmental liability.

consist primarily of revenue from:

policy distribution in the form of commissions, brokerage, underwriting and other fees;

support services comprised of pre-inspection and risk assessment, roadside assistance, extended warranty, and claim processing using

the Company’s IaaS platform.

Company recognizes revenue at the time of transfer of promised goods or services to customers in an amount that reflects the consideration

to which the Company expects to be entitled in exchange for those goods or services.

Revenues cannot be recognized until the performance

obligation(s) are satisfied and control is transferred to the customer.

from distribution of insurance policies

policy distribution and brokerage income:

Company enters into contracts with insurance companies for the purpose of distributing insurance products to end consumers.

The Company’s

performance obligation under these contracts is to sell insurance policies to earn commissions, brokerage and other fees.

distribution services is recognized at a point in time when the related services are rendered as per the terms of the agreement with

Revenue is disclosed net of the Goods and Service tax charged on such services.

fee from underwriting and pricing:

Company enters into contracts with insurance companies for the purpose of underwriting insurance products for the automotive segment

including its pricing on behalf of insurers.

The risk of underwriting the insurance contract is covered by the insurer and thus the Company

is considered as an agent for the purpose of recognizing revenue.

The Company’s performance obligation under these contracts is

to underwrite and price the policies.

The Company generates underwriting fees termed as Managing General Agent fees (MGA fees) on provision

of those services.

The underwriting fees are determined as a percentage of net insurance premiums payable to the insurer (net of all

commissions, royalties, and administration fees).

Revenue from underwriting and pricing is recognized upfront based on the point in time

i.e., at the time the policy is issued to the customer.

to the consolidated financial statements

US $, except share count)

platform enabled services:

assistance and extended warranty income:

Company enters into contracts with insurance companies and other subscribers in order to provide roadside assistance services and extended

warranty services to their policyholders/subscribers.

The Company’s performance obligation under these contracts is to provide

roadside assistance and extended warranty services as a stand ready obligation.

The Company is the primary obligor in these transactions

and has latitude in establishing prices and selecting and contracting with suppliers, and is accordingly considered as principal for

the purpose of recognizing gross revenue.

Revenue from roadside assistance is recorded both at the time of completion of service and in some cases it is recorded

over the tenure of the contract.

Revenue from extended warranty services is recorded over the tenure of contract.

Company enters into contracts with insurance companies to inspect vehicles for accident claims made by their policyholders.

The Company’s

performance obligation under these contracts is to inspect and assist in assessing claims for and on behalf of the customers, i.e.

insurance companies.

The Company engages with multiple vendors to provide these services in different geographies.

The Company is the

primary obligor in the transaction and has latitude in establishing prices, and selecting and contracting with suppliers, and is accordingly

considered as principal for the purpose of recognizing revenue.

Revenue from inspection and risk assessment is recorded when the inspections

are conducted.

Administration

fee from insurance support and service plan administration:

The Company enters into contracts with insurance companies and OEMs to provide insurance support and service plan

administration, including premium collection, policy administration, claims processing, customer support, and warranty program management.

These services represent a single stand-ready performance obligation that is satisfied over time, with revenue recognized ratably over

the contract term (typically one to seven years) as services are continuously provided.

The Company acts solely as an agent on behalf

of insurers and OEMs, with the underlying insurance and warranty obligations remaining with the principals.

Accordingly, the Company recognizes

only the administration or management fees it retains as revenue, while claims-related activities are performed as part of its administrative

services and do not represent separate performance obligations.

revenue from repairs

Company enters into contracts with garages primarily for the facilitation of vehicle repairs and the administration of insurance claim

processes on behalf of its customers.

The Company’s performance obligation under these arrangements is to administer and coordinate

the vehicle repair process and to facilitate the submission and processing of related claims.

The Company controls the entire end to

end process of claims before the repaired vehicle is transferred to the customer.

Revenue arising from claims on vehicle repair services

is recognized at a point in time, upon completion of the vehicle repair, which is the point at which the performance obligation is considered

The Company also earns commissions from on-boarding new garages.

development services

with customers for software development services are either on a fixed-price, fixed-timeframe or time-based.

on time-based service contracts are recognized as the related services are performed and the customers are billed based on the actual

time incurred by personnel allocated at contractual billing rates.

Revenue from the end of the last invoicing to the reporting date is

recognized as accrued income.

Revenue from fixed-price and fixed-timeframe contracts, where the performance obligations are satisfied

over time, revenue is recognized as and when the milestones are satisfied.

is recognized on a straight-line basis over the contractual subscription period.

For the Upfront fees or One time usage revenue is recognized

at the point of sale

is recognized to the extent it is probable that the future economic benefits will flow to the Company and revenue can be reliably measured.

Revenue from operations is recognized in statement of Profit and Loss on an accrual basis as state below:

Lease - Income from Operating leases is Recognized on Straight line basis over the lease

Sale - Income from Device Sale is Recognized when risks & rewards pertaining to the said

device are transferred & there is reasonable certainty as to the collection of the revenue.

to the consolidated financial statements

US $, except share count)

from Trading of spare parts

from the sale of spare parts is recognized at a point in time when control of the parts is transferred to the customer, which is generally

upon dispatch or delivery of the goods depending on the shipping terms.

Revenue is measured based on the consideration specified in a

contract with a customer, net of returns and trade discounts.

damage protection and administration revenue

Company enters into contracts with distributors for the provision of damage protection and administration programs to their customers.

The Company’s performance obligation is to design and structure the program and place the related cover, together with preparing

supporting documentation.

Revenue arising from program fees is recognized at a point in time at the inception of coverage.

forth below is a brief description of the components of the Company’s expenses:

marketing and business development expense

Cost of services

cost of services for the Company’s distribution business includes employee related expenses directly involved in generating and

servicing revenue and other direct expenses related to facilities.

the Company’s IaaS platform-based services cost of revenue primarily consists of direct costs incurred for delivering the services

to customers and the cost of onsite engineering support for roadside assistance, employee related expenses, risk assessment expenses

and other direct expenses.

Amounts incurred towards vendors/suppliers for inspections and roadside assistance also form part of direct

Cost of services also includes cost of telematics devices sold through different subscription or upfront sale model.

of services are recognized as they are incurred.

and marketing

expenses includes costs related to brokerage income which is derived from sale of insurance policies such as broker expenses, cost of

sales, promotion expense, and travel and entertainment expenses.

Broker expense is the compensation paid to

our channel partners when an insurance policy is written through a broker relationship.

This function also includes expenses incurred

directly or indirectly for selling and marketing a product or service and costs spent on/by personnel employed under the sales or marketing

departments and share based compensation expenses.

These expenses also include marketing efforts made by the Company to expand its market

reach for distributing insurance policies.

The expenses include advertisements through different mediums to reach end customers of insurance

policies to enhance awareness and educate end customers.

to the consolidated financial statements

US $, except share count)

Broker expense is the compensation paid to our channel partners when

an insurance policy is written through a broker relationship.

This function also includes expenses incurred directly or indirectly for

selling and marketing a product or service and costs spent on/by personnel employed under the sales or marketing departments and share

based compensation expenses.

These expenses also include marketing efforts made by the Company to expand its market reach for distributing

insurance policies.

The expenses include advertisements through different mediums to reach end customers of insurance policies to enhance

awareness and educate end customers.

and administrative expenses

5 unchanged sentences

corporate costs.

z) Recently issued accounting pronouncements and not yet adopted

to the consolidated financial statements

US $, except share count)

Recently issued accounting pronouncements and not yet adopted

Company is an “emerging growth company,” as defined in Section 2(a) of the Securities Act of 1933, as amended, (the “Securities

10 unchanged sentences

of other public companies more difficult.

August 2020, the FASB issued ASU No.

2020-06, “Debt-Debt with Conversion and Other

Options (Subtopic 470-20) and Derivatives and Hedging-Contracts in Entity’s Own Equity

(Subtopic 815-40):

Accounting for Convertible Instruments and Contracts in an Entity’s

Own Equity,” which signifies the accounting for certain financial instruments with

characteristics of liability and equity, including convertible instruments and contracts

on an entity’s own equity.

The standard reduces the number of models used to account

for convertible instruments, removes certain settlement conditions that are required for

equity contracts to qualify for the derivative scope exception, and requires the if-converted

method for calculation of diluted earnings per share for all convertible instruments.

ASU is effective for the Company for fiscal years, and interim periods within those fiscal

years, beginning on or after December 15, 2023.

Early adoption is permitted but no earlier

than fiscal years beginning after December 15, 2020.

The Company is currently evaluating

the impact of this accounting standard update on its consolidated financial statements.

October 2021, the FASB issued ASU No.

2021-08, Accounting for Contract Assets and Contract

Liabilities from Contracts with Customers (Topic 805).

This ASU requires an acquirer in a

business combination to recognize and measure contract assets and contract liabilities (deferred

revenue) from acquired contracts using the revenue recognition guidance in Topic 606.

the acquisition date, the acquirer applies the revenue model as if it had originated the

acquired contracts.

The ASU is effective for annual periods beginning after December 15,

2022, including interim periods within those fiscal years.

Adoption of the ASU should be

applied prospectively.

Early adoption is also permitted, including adoption in an interim

If early adopted, the amendments are applied retrospectively to all business combinations

for which the acquisition date occurred during the fiscal year of adoption.

The Company is

currently evaluating the impact of this accounting standard update on its consolidated financial

November 2023, the FASB issued ASU No.

2023-07, Segment Reporting (Topic 280):

to Reportable Segment Disclosures, which requires a public entity to disclose significant

segment expenses and other segment items on an annual and interim basis and provide in interim

periods all disclosures about a reportable segment’s profit or loss and assets that

are currently required annually.

It requires a public entity to disclose the title and position

of the Chief Operating Decision Maker.

The new standard is effective for fiscal years beginning

after December 15, 2023, and interim periods within fiscal years beginning after December

15, 2024, with early adoption permitted.

A public entity should apply the amendments in this

ASU retrospectively to all prior periods presented in the financial statements.

adopted the new standard effective March 31, 2025, which impacted disclosures only, with no impact to results of operations, cash flows, or

financial condition.

December 2023, the FASB issued Accounting Standards Update 2023-09, “Improvements to

Income Tax Disclosures” (“ASU 2023-09”), which provides for additional

disclosures primarily related to the income tax rate reconciliations and income taxes paid.

ASU 2023-09 requires entities to annually disclose the income tax rate reconciliation using

both amounts and percentages, considering several categories of reconciling items, including

state and local income taxes, foreign tax effects, tax credits and nontaxable or nondeductible

items, among others.

Disclosure of the reconciling items is subject to a quantitative threshold

and disaggregation by nature and jurisdiction.

ASU 2023-09 also requires entities to disclose

net income taxes paid or received to federal, state and foreign jurisdictions, as well as

by individual jurisdiction, subject to a five percent quantitative threshold.

may be adopted on a prospective or retrospective basis and is effective for fiscal years

beginning after December 15, 2024 with early adoption permitted.

November 2024, the FASB issued ASU 2024-03, “Income Statement – Reporting Comprehensive Income – Expense Disaggregation

Disclosures (Subtopic 220-40):

Disaggregation of Income Statement Expenses,” which requires additional disclosure of the nature

of expenses included in the income statement, in response to longstanding requests from investors for more information about an entity’s

The new standard requires disclosures about specific types of expenses included in the expense captions presented on the

face of the income statement (such as purchases of inventory, employee compensation, depreciation, and intangible asset amortization)

as well as disclosures about selling expenses.

The new standard does not change the requirements for the presentation of expenses

on the face of the income statement.

In January 2025, the FASB issued ASU 2025-01, “Income Statement – Reporting Comprehensive

Income – Expense Disaggregation Disclosures (Subtopic 220-40):

Clarifying the Effective Date,” to clarify the interim

reporting effective date of ASU 2024-03.

ASU 2024-03, as clarified by ASU 2025-01, is effective for the Company for annual periods

beginning after December 15, 2026, and interim periods within annual periods beginning after December 15, 2027.

Early adoption is

The new guidance will be applied prospectively with the option for retrospective application.

The Company is currently

evaluating the impact of this accounting standard update on its consolidated financial statements.

aa) Recent Accounting Pronouncements - Accounting Standards Adopted

June 2016, the FASB issued ASU 2016-13, Financial Instruments — Credit Losses (Topic 326):

Measurement of Credit Losses on Financial

ASU 2016-13 requires measurement and recognition of expected credit losses for financial assets by requiring an allowance

to be recorded as an offset to the amortized cost of such assets.

The standard primarily impacts the amortized cost of the Company’s

available-for-sale debt securities.

The Company adopted this standard, which did not result in a material impact on its consolidated

financial statements.

evaluating the guidance and expects it to only impact disclosures with no impact to results of operations, cash flows, or financial

November 2024, the FASB issued ASU 2024-04, “Debt – Debt with Conversion and Other Options (Subtopic 470-20):

Conversions of Convertible Debt Instruments,” which clarifies the requirements for determining whether certain settlements

of convertible debt instruments should be accounted for as an induced conversion.

ASU 2024-04 is effective for the Company for annual

reporting periods beginning after December 15, 2025, and interim reporting periods within those annual reporting periods, with early

adoption permitted.

The Company is currently evaluating the impact of this pronouncement on its consolidated financial statements.

September 2025, the FASB issued ASU 2025-06, “Intangibles – Goodwill and Other – Internal-Use Software (Subtopic

Targeted Improvements to the Accounting for Internal-Use Software,” which amends certain aspects of the accounting

for and disclosure of internal-use software costs.

The new guidance removes references to software development project stages so

that it is neutral to different software development methods, including iterative (agile) methods that entities may use to develop

The new guidance requires an entity to capitalize software costs when (1) management has authorized and committed to funding

the software project and (2) it is probable that the project will be completed and the software will be used to perform the function

intended (referred to as the “probable-to-complete recognition threshold”).

In evaluating the probable-to-complete recognition

threshold, an entity is required to consider whether there is significant uncertainty associated with the development activities

of the software.

The new guidance is effective for the Company for annual reporting periods beginning after December 15, 2027, and

interim reporting periods within those annual reporting periods, with early adoption permitted.

The Company is currently evaluating

the guidance and its impact on results of operations, cash flows, or financial condition.

December 2025, the FASB issued ASU 2025-11, “Interim Reporting (Topic 270):

Narrow-Scope Improvements,” intended to improve

the navigability of the guidance in ASC 270, Interim Reporting, and clarify when it applies.

The amendments also provide additional guidance

on what disclosures should be provided in interim reporting periods and add a principle that requires entities to disclose events since

the end of the last annual reporting period that have a material impact on the entity.

ASU 2025-11 is effective for the Company for fiscal

years beginning after December 15, 2027, including interim reporting periods within those fiscal years.

Early adoption is permitted,

and the amendments may be applied either prospectively or retrospectively.

The Company is currently evaluating the guidance and its impact

on results of operations, cash flows, or financial condition.

December 2023, the FASB issued ASU 2023-09, “Income Taxes (Topic 740):

Improvements to Income Tax Disclosures,” which

requires public business entities, on an annual basis, to disclose specific categories in the income tax rate reconciliation and

provide additional information for reconciling items that meet a quantitative threshold.

In addition, all entities are required to

disclose, on an annual basis, the amount of income taxes paid, net of refunds received, disaggregated by federal, state and foreign

taxes, and by individual jurisdictions if the amount is equal to or greater than 5% of total income taxes paid, net of refunds received.

ASU 2023-09 may be adopted on a prospective or retrospective basis.

For public business entities, the guidance is effective for fiscal

years beginning after December 15, 2024.

As an emerging growth company that has elected to use the extended transition period under

the JOBS Act, the standard is effective for the Company for annual periods beginning after December 15, 2025, with early adoption

The Company is currently evaluating the guidance and expects it to only impact disclosures with no impact to results of

operations, cash flows, or financial condition.

are no other new accounting standards identified and not yet implemented that are expected to have a material effect on the Company’s

consolidated financial statements.

Recent Accounting Pronouncements - Accounting Standards Adopted

June 2022, the FASB issued ASU 2022-03, “Fair Value Measurement (Topic 820):

Fair Value Measurement of Equity Securities Subject

to Contractual Sale Restrictions,” which (1) clarifies the guidance in Topic 820, Fair Value Measurement, when measuring the fair

value of an equity security subject to contractual restrictions that prohibit the sale of an equity security, (2) amends a related illustrative

example, and (3) introduces new disclosure requirements for equity securities subject to contractual sale restrictions that are measured

at fair value in accordance with Topic 820.

The Company adopted ASU 2022-03 effective April 1, 2025 on a prospective basis.

of this guidance did not have a material impact on the Company’s consolidated financial statements.

to the consolidated financial statements

5 unchanged sentences

Balances with banks

In current accounts

Balances with banks in current accounts

Cash and cash equivalents

cash and cash equivalents (non - current)

and cash equivalents

Restricted cash and cash equivalents (non - current)

Accounts receivables, net

3 unchanged sentences

Accounts receivable

allowance for credit

receivable, net

allowance for credit losses

( 1,386,967 )

Accounts receivable, net

following table provides details of the Company’s allowance for credit accounts:

2 unchanged sentences

Additions charged

Existing allowance in acquired

Effect of exchange rate

Effect of exchange rate changes

Balance, end of period

Prepayments and other current assets

of prepayments and other current assets

Schedule of prepayments and other current assets

March 31, 2026

March 31, 2025

Balance with statutory authorities

Unbilled revenue

Advances given (net of doubtful advances of $ 2,238,531

as of March 31, 2025 and $ 2,299,569

as of March 31, 2024).

Other receivables (net of doubtful receivables of $ 2,800,000

as of March 31, 2025 and March 31, 2024)

Forward purchase agreement

Prepayments and other

current assets

Advances given include:

Balance with statutory authorities ( i)

Unbilled revenue ( ii)

Advances given ( iii)

Other receivables ( iv)

Forward purchase agreement ( v)

and other current assets

i) Balance with statutory

authorities represents withholding taxes and value added tax receivable from local tax authorities.

revenue is net of allowances amounting to $ 1,809,347

as on March 31, 2026 and March 31, 2025 respectively.

iii) Advances given

$ 1,106,447 and $ 1,135,108 of advances to suppliers as of March 31, 2026 and March 31, 2025, respectively.

2 unchanged sentences

party balances of $ 70,456 and $ 71,382 as of March 31, 2026 and as of March 31, 2025 respectively.

$ 1,989,776 in advances were extended to Peoplebay Consultancy Services Private Limited, FA Events & Media Private Limited, and FA

Premium Insurance Private Limited.

However, due to a loss of control over these entities during the previous year, the Company is doubtful

on the recovery of these advances and has consequently created a provision.

Other receivables includes amount of $ 2,800,000

to be received from a subscriber on account of issuance of

preferred stock of Roadzen (DE) during the financial year 2023-24 which was converted to ordinary shares upon business combination.

upon non receipt of the same a 100% provision of $ 2,800,000 was created against it.

Forward purchase agreement

August 25, 2023, the company entered into an agreement with (i) Meteora Capital Partners, LP (“MCP”), (ii) Meteora Select

Trading Opportunities Master, LP (“MSTO”), and

Meteora Strategic Capital, LLC (“MSC” and, collectively with MCP and MSTO, “Seller”) (the “Forward Purchase

Agreement” or “FPA”) for OTC Equity Prepaid Forward Transactions.

FPA represents the recognition of the cash payments to the Seller of $ 41.2 million (including prepayment of $ 41.15 million and the reimbursable

transaction cost of $ 0.05 million) and the FPA with regard to 3,138,628 shares (recycled shares) and 702,255 shares (FPA subscription

shares).The fair value of the FPA receivable is comprised of the Prepayment Amount (as defined in the FPA, $ 41.2 million) and is reduced

by the economics of the downside provided to the Sellers ($ 32.6 million) and the estimated consideration payment at the Cash Settlement

Payment Date ($ 8.6 million).

During year ended March 31, 2025, an additional $ 1 million was received from the Seller, bringing the total

cash receipts to $ 4.8 million.

the balance sheet date, a contractual dispute arose between the Company and the Seller, regarding alleged breaches of the terms of the

In April 2025, the Company initiated legal proceedings against the Seller, citing that despite negotiated safeguards, Meteora sold shares without honoring its payment obligations or providing the

required notices under the FPA.

Seller subsequently filed a counterclaim, alleging breach of contract by the Company on the grounds of non-registration of FPA Subscription

The dispute includes disagreement over the number of outstanding shares with the Seller as reported by the Company versus those

disclosed in the Seller’s filing of Schedule 13G/A with the Securities Exchange Commission, and the termination date of the FPA.

to the ongoing uncertainty regarding the resolution of these matters and unavailability of any reliable accounting estimate as of the

reporting date, the Company has continued to value its FPA receivable on the latest available Fair Valuation report obtained before the

above-mentioned contractual dispute i.e.

as of December 31, 2024.

The FPA remains classified as a financial instrument, and its fair

value will be reassessed in future periods once the dispute is resolved and adequate valuation inputs are accessible.

$ 97,049 in advances were extended to Viansh Insurance Brokers Private Limited towards a Business Purchase Agreement entered by one of

the Company’s subsidiary Good Insurance Brokers Pvt Ltd in India.

iv) Other receivable

includes allowances for doubtful receivables of $ 2,800,000 as of March 31, 2026 and March 31, 2025.

v) Forward purchase

August 25, 2023, the Company entered into an agreement with (i) Meteora Capital Partners, LP (“MCP”), (ii) Meteora

Select Trading Opportunities Master, LP (“MSTO”), and (iii) Meteora Strategic Capital, LLC (“MSC”

and, collectively with MCP and MSTO, “Seller”) (the “Forward Purchase Agreement” or “FPA”) for

OTC Equity Prepaid Forward Transactions.

to the consolidated financial statements

US $, except share count)

used in calculating estimated fair value of Forward Purchase Agreement as of December 31, 2024 is as follows:

FPA represents the recognition of the cash payments to the Seller of $ 42.11

million (including prepayment of $ 42.06

million and the reimbursable transaction cost of $ 0.05

million) and the FPA with regard to 3,204,407

shares (recycled shares) and 702,255

shares (FPA subscription shares).The fair value of the FPA

receivable is comprised of the Prepayment Amount (as defined in the FPA, $ 42.11

million) and is reduced by the economics of the downside provided

to the Sellers ($ 35.31

million) and the estimated consideration payment at the Cash

Settlement Payment Date ($ 6.8

contractual dispute arose between the Company and the Seller, regarding alleged breaches of the terms of the FPA.

In April 2025, the

Company initiated legal proceedings against the Seller, citing that despite negotiated safeguards, Meteora sold shares without honoring

its payment obligations or providing the required notices under the FPA.

The Seller subsequently filed a counterclaim, alleging breach

of contract by the Company on the grounds of non-registration of FPA Subscription shares.

The dispute includes disagreement over the

number of outstanding shares with the Seller as reported by the Company versus those disclosed in the Seller’s filing of Schedule

13G/A with the Securities Exchange Commission, and the termination date of the FPA.

used in calculating estimated fair value of Forward Purchase Agreement as of March 31, 2025 is as follows:

of assumptions used in calculating estimated fair value

4 unchanged sentences

Moonshot - Internet SAS (“Moonshot”)

(DE) invested $ 2,410,000 representing 6.68 % equity stake in Moonshot - Internet SAS, a simplified Joint Stock Company existing under

the laws of France, which is a subsidiary of Societe Generale.

Moonshot is an InsurTech company, registered as an insurance broker, which

specializes in usage-based insurance products and services dedicated to E-Commerce.

Roadzen (DE) has a representative on the board of

directors of Moonshot, however the investment of 6.68 % does not give Roadzen (DE) the ability to significantly influence the operating

and financial policies of Moonshot, since majority ownership of Moonshot is concentrated with a single shareholder.

Therefore, Roadzen

(DE) uses the measurement alternative for equity investments without readily determinable fair values for its investment in Moonshot.

The Company carries this investment at cost, less impairment.

Daokang (Beijing) Data Science Company Ltd.

(DE) entered into a joint venture contract with WI Harper VIII LLP and Shangrao Langtai Daokang Information Technology Co.

an amount of $ 2,500,030 (representing a 34.5 % of equity interest) of Daokang.

Despite its significant equity interest in Daokang, Roadzen

(DE) has attempted but has not been able to obtain adequate financial information as per USGAAP to apply equity method.

Predecessor Roadzen,

therefore, was unable to exercise significant influence over the operating and financial policies of Daokang.

Accordingly, Roadzen (DE)

used the measurement alternative for equity investments without readily determinable fair values for its investment in Daokang.

carries this investment at cost, less impairment.

Company evaluates its non-marketable equity securities for impairment in each reporting period based on a qualitative assessment

that considers various potential impairment indicators.

This evaluation consists of several factors including, but not limited to,

an assessment of significant adverse change in the economic environment, significant adverse changes in the general market condition

of the geographies and industries in which our investees operate, and other available financial information as per the local

reporting requirements applicable to the relevant jurisdictions that affects the value of our non-marketable equity securities.

Based on such assessment, the Company has recorded an impairment of NIL (PY.

$ 2,140,530 )

for Moonshot - Internet SAS and $ 1,245,326 (PY.

$ 1,254,704 )

for Daokang (Beijing) Data Science Company Ltd.

till March 31, 2025.

(DE) invested $ 2,410,000

representing a 6.68 %

equity stake in Moonshot - Internet SAS, a simplified Joint Stock Company existing under the laws of France, which is a subsidiary

of Societe Generale.

Moonshot is an InsurTech company, registered as an insurance broker, which specializes in usage-based insurance

products and services dedicated to E-Commerce.

Roadzen (DE) has a representative on the board of directors of Moonshot, however the

investment of 6.68 %

does not give Roadzen (DE) the ability to significantly influence the operating and financial policies of Moonshot, since majority

ownership of Moonshot is concentrated with a single shareholder.

Therefore, Roadzen (DE) uses the measurement alternative for equity

investments without readily determinable fair values for its investment in Moonshot.

The Company carries this investment at cost,

less impairment.

During the fiscal year ended March 31, 2026, Moonshot was wound up and ceased operations.

The Company therefore determined

the carrying value of its investment was no longer recoverable and recognized a full impairment charge of $ 269,470 .

Following the impairment,

the carrying value of the investment was fully eliminated.

Property and equipment, net

components of property and equipment, net were as follows:

of Property Plant and Equipment, Net

Schedule of property plant and equipment, net

March 31, 2026

1 unchanged sentence

Office equipment

Motor Vehicle and other equipment

Furniture & fixtures

2 unchanged sentences

Accumulated depreciation

and equipment, net

the year ended March 31, 2025, the Company disposed property and equipment amounting to $ 44,547 (net of capitalization of $ 424,910 , transfers

of $ 61,209 , and cumulative translation adjustment (CTA) impact of $ ( 1,218 ) ).

For the year ended March 31, 2024, the capitalization amounted

to $ 687,130 (net of disposals of $ 106 and CTA impact of

( 1,087,766 )

of which $ 396,123 pertained to the acquisition of FA Premium Insurance Broking Pvt.

Ltd., Global Insurance Management Limited, and National

Automobile Club.

January 1, 2024, the Company ceased to exercise board control over Peoplebay Consultancy Services Private Limited, FA Events & Media

Private Limited, and FA Premium Insurance Private Limited.

As a result, property and equipment with a carrying value of $ 73,641 were

derecognized.

Company disposed of assets totaling $ 182,739 (net of additions of $ 37,321 ) for the period ended March 31, 2025, and $ 28,008 during the

year ended March 31, 2024, primarily related to computer equipment.

expense on property and equipment amounted to $ 142,027 and $ 152,113 for the periods ended March 31, 2025 and March 31, 2024, respectively,

of which $ 62,130 and $ 77,422 related to computers.

Property and equipment, net

the year ended March 31, 2026, the Company capitalized property and equipment totaling $ 324,519 (prior year was $ 424,910 ).

Depreciation expense on property and equipment amounted to $ 449,030 and $ 142,027 for the periods ended March 31, 2026 and March 31, 2025,

respectively, of which $ 45,763 and $ 34,114 are related to computers.

to the consolidated financial statements

US $, except share count)

Intangible assets, net

of Finite-Lived Intangible Assets

Schedule of finite-lived intangible assets

March 31, 2026

1 unchanged sentence

Software for internal use

Customer contracts - (refer note

Customer contracts

Intangible assets under development

Intellectual property

accumulated depreciation

and amortization

accumulated depreciation and amortization

( 13,149,836 )

1 unchanged sentence

impairment loss

Amortisation of customer

accumulated depreciation

and amortization

Amortisation of Intellectual

Accumulated Depreciation of Software for Internal use

( 8,156,683 )

( 7,591,692 )

to the consolidated financial statements

US $, except share count)

the year ended March 31, 2025, the Company derecognized intangible assets totaling $ 1,167,264 .

This includes the write-off of customer

contracts with Global Insurance Management amounting to $ 1,157,920 and related accumulated amortization of $ 389,714 , due to termination

of the contract and the absence of any future economic benefits.

Additionally, software assets with a gross value of $ 292,120 and associated

accumulated amortization of $ 210,975 were written off.

Capitalized intangible assets under development amounting to $ 275,584 were also

derecognized during the period.

the year ended March 31, 2024, the Company had acquired intangible assets amounting to $ 4,955,565 , primarily related to the acquisitions

of FA Premium Insurance Broking Pvt.

Ltd., Global Insurance Management Limited, and National Automobile Club.

Effective January 1, 2024,

the Company ceased to exercise board control over Peoplebay Consultancy Services Private Limited, FA Events & Media Private Limited,

and FA Premium Insurance Private Limited.

Consequently, intangible assets valued at $ 2,017,117 were derecognized, and related impairment

and amortization of $ 335,185 on customer contracts were reversed.

Intangible assets, net

the year ended March 31, 2026, the Company has no t derecognized any intangible assets.

The prior year totaled $ 1,167,264 including write-off

of customer contracts with Global Insurance Management amounting to $ 1,194,811 and related accumulated amortization of $ 389,714 , due

to termination of the contract and the absence of any future economic benefits.

Company conducted a qualitative assessment of its intangible assets and concluded that it is more likely than not that the carrying amount

of the acquired entities does not exceed their fair value.

of the acquired assets does not exceed their fair value.

As such, no impairment was recorded.

the year ended March 31, 2026, the Company acquired a distribution network (the “Agency Relationship”) from the Viaansh Insurance

Brokers Private Limited (“Viaansh”) amounting to $ 1,445,471 .

the year ended March 31, 2026, Company has capitalized software for internal use amounting to $ 1,202,769 from the Intangible Assets under

development (prior year $ 0 ).

estimated amortization schedule for the Company’s intangible assets for future periods is set out below:

Year Ended March 31, 2025:

of Estimated Amortization of Company’s Intangible Assets for Future Periods

Schedule of estimated amortization of company’s intangible assets for future periods

2029 and thereafter

Other long-term assets

of Other Long Term Assets

Schedule of other long term assets

March 31, 2026

March 31, 2025

Unbilled revenue

Interest accrued

Deferred tax assets (refer note 24)

long-term assets

Accounts payable and accrued expenses

of Accounts Payable and Accrued Expenses

Schedule of accounts payable and accrued expenses

March 31, 2026

4 unchanged sentences

Due to insurer

Accounts payable and accrued

Accounts Payable includes related to the cost of services and operating expenses amounting to $ 1,084,594

and $ 16,400,301

Accounts payable and accrued expenses

Accounts Payable includes $ 1,147,560 , $ 10,103,307 , and $ 3,587,098 as of March 31, 2026, and $ 1,084,594 ,

$ 8,024,048 and 8,376,253 as

of March 31, 2025, related to the cost of services, operating expenses and SPAC Payable respectively.

Accrued Expenses comprise of $ 429,831 ,

$ 6,078,917 ,

as of March 31, 2026, and $ 1,478,125 ,

and $ 21,022,711

as of March 31, 2024, respectively.

It also includes

payables assumed by Roadzen (DE) in connection with the Business Combination, totaling $ 8,376,253

$ 4,897,994 ,

and $ 100,000

as of March 31, 2025 and March 31, 2024, respectively.

Accrued Expenses comprise related to the cost of services and operating

expenses totaling $ 1,478,125 and $ 7,121,627 as of March 31, 2025, and $ 2,445,915

and $ 3,470,981 as of March 31, 2024, respectively.

-Accrued expenses include the amount of $ 2.1 million on account

of interest due but not paid.

-Accrued expenses also include related party balances of $ 350,000 and $ 100,000 as of March 31, 2025 and as of March

as of March 31, 2025, related to the cost of services, operating expenses, interest due but not paid and related party balances

respectively.

4 unchanged sentences

due is equal to the gross written premium less the Company’s commission for policies that have reached their effective date.

due to insurer is $ 3,388,668

as of March 31, 2025, which represents

funds from the insurer to meet working capital requirements/contingencies arising out of claim settlement.

due to insurer is $ 4,278,440 as of March 31, 2026, which represents funds from the insurer to meet working capital requirements/contingencies

arising out of claim settlement.

to the consolidated financial statements

US $, except share count)

Other current liabilities

current liabilities consist of the following:

of Other Current Liabilities

Schedule of other current liabilities

March 31, 2026

4 unchanged sentences

Retirement benefits

Other payables

Other current liabilities

Payables include consideration payable on acquisition of National Automobile Club amounting $ 488,000 during the period March 31, 2025

and year ended March 31, 2024.

to the consolidated financial statements

US $, except share count)

Contingent consideration (i)

Other payables (ii)

current liabilities

(i) Contingent consideration

fair value of the contingent consideration payable as a result of the EliteCover Insurance Solutions, Inc, acquisition, amounting to

$ 1,390,617 as of March 31, 2026.

fair value of the contingent consideration payable as a result of the acquisition of Viaansh Insurance Brokers Private Limited, amounting

to $ 1,241,349 as of March 31, 2026.

(ii) Other Payables include consideration payable on acquisition of National Automobile Club,

EliteCover Insurance Solutions, Inc., and Houseneed Doorstep Services Private Limited amounting to $ 125,000 , $ 1,000,000 and $ 873,440

as of March 31, 2026, respectively.

Derivative warrant liabilities

9 unchanged sentences

consolidated statements of operation.

As per the agreement entered into, if the principal and interest payments are not made as per

the repayment schedule, the Company is obliged to issue warrants in the sequence below.

On May 14, 2024, as required by the terms of

this senior secured notes agreement, the Company issued to Mizuho a warrant to purchase 1,432,517

On May 14, 2024, as required by the terms of the senior secured notes agreement, the Company

issued to Mizuho a warrant to purchase 1,432,517

Ordinary Shares at an exercise price of $ 0.001

of Obliged to Issue Warrants Shares

(from Issuance Date)

Shares based on fully diluted Ordinary Shares of the Company as of the issuance date

The fair value of the warrants issued to Mizuho amounts to $ 1,844,503 .

connection with the Amendment No.

2 to the senior secured notes, the Company issued to Mizuho an amended and restated warrant to purchase

an additional 104,566 Ordinary Shares at an exercise price of $ 0.001 per share, increasing the total warrant coverage to 1,537,083 Ordinary

Shares at an exercise price of $ 0.001 per share.

assumptions used in calculating estimated fair value of warrants due as of March 31, 2026 is as follows:

of Assumptions Used in Calculating Estimated Fair Value

of assumptions used in calculating estimated fair value of warrants

Closing price

2 unchanged sentences

Expected Life of the option

13 Borrowings

Long-term borrowings consist of the following:

to the terms of a securities purchase agreement entered into on March 28, 2024 among the Company, Ms.

Supurna VedBrat and Krishnan-Shah

Family Partners, LP (the “March 2024 SPA”), the Company issued on April 22, 2024 warrants to purchase 50,000 Ordinary Shares

to Krishnan-Shah Family Partners, LP, warrants to purchase 50,000 Ordinary Shares to Ms.

VedBrat on June 20, 2024, and warrants to purchase

an additional 50,000 Ordinary Shares to Ms.

VedBrat on October 27, 2024 (such warrants collectively the “March 2024 SPA Warrants”).

Each March 2024 SPA Warrant will be exercisable at any time during the period commencing on March 28, 2025 (or earlier under certain

circumstances described in the March 2024 SPA Warrants) (as applicable, the “Vesting Date”) through March 28, 2031 (or until

the dissolution, liquidation or winding up of the Company, if earlier).

The exercise price of the March 2024 SPA Warrants is equal to

80 % of the lower of (i) the volume weighted average price (the “VWAP”) of the Ordinary Shares, as reported on the relevant

market or exchange, over the 60 trading days subsequent to the first loan funding pursuant to the March 2024 SPA, (ii) the opening price

of any public offering of straight equity securities of the Company occurring within six months after the issue date of the March 2024

SPA Warrants and (iii) the VWAP of the Ordinary Shares over the 60 trading days immediately prior to the Vesting Date.

a director of the Company.

Ajay Shah, another director of the Company, and his wife, are trustees of the general partner of the Krishnan-Shah

Family Partners, LP.

The fair value of the warrants issued to Supurna VedBrat and Krishnan-Shah Family Partners, LP amounts to $ 142,500 .

assumptions used in calculating estimated fair value of warrants due as of March 31, 2026 is as follows:

of assumptions used in calculating estimated fair value of warrants

Closing price

Risk Free rate

Expected Life of the option

Schedule of long term borrowings

Long-term borrowings consist of the following:

March 31, 2026

March 31, 2025

Loans from banks (note a)

1 unchanged sentence

Convertible debenture (note c)

current portion

of long-term borrowings

Convertible Notes (note d)

Loans from others (note e)

current portion of long-term borrowings

( 9,829,713 )

1 unchanged sentence

term borrowings

a) Loans from banks:

to the consolidated financial statements

US $, except share count)

Loans from banks:

of loans from banks

3 unchanged sentences

Long-term borrowings from banks

Long-term borrowings from

Long-term borrowings from banks

above loans are vehicle loan and secured by way of hypothecation against vehicle for which loan is granted.

b) Secured debentures:

of secured debentures

Secured debentures:

Interest Rate

date (as amended)

N1 Series Debentures

N2 Series Debenture

N3 Series Debentures

N4 Series Debentures

N1-N4 Series Debenture

August 15, 2026

Company has not honored the repayment of the above debentures as on the original maturity date, but has obtained an extension from

the lender up to August 15, 2026.

During the year, the Company repaid a total of $ 1,289,867

towards its secured debentures.

However, due to the absence of tranche-wise repayment information, management is unable to identify

the specific series of debentures to which the repayments relate.

Accordingly, the closing outstanding balance of $ 428,729

has been disclosed on an aggregate basis for all secured debenture series.

debentures are secured by a subordinated lien on intellectual property, current assets and movable property and equipment of certain

material foreign subsidiaries.

the quarter ended September 30, 2024, the company has entered into a modification arrangement with the debenture holders, resulting in

amendment to the repayment terms for the following series of debentures:

of Changes in Repayment Terms

terms (Months)

Terms (Months)

N1 Series Debentures

N2 Series Debenture

N3 Series Debentures

N4 Series Debentures

The company has not honored the repayment of the

above debentures as on the amended date but has obtained an extension from the lender up to July 31, 2025.

However, there is no new agreement

in place for the same.

to the consolidated financial statements

US $, except share count)

c) Convertible debenture

Convertible debenture

the year ended March 31, 2026, the Company has outstanding $ 1.10 million unsecured convertible debentures to different parties which

has maturity date of December 15, 2025 .

had a maturity date of December 15, 2025 .

The instruments carry an interest rate of 13 % per annum, unless otherwise specified, as below.

As of March 31, 2026, the Company has not honored the repayment of the unsecured convertible debentures, and no conversion

option has been exercised.

Redemption/Conversion

14 unchanged sentences

Conversion Price (a “Company Conversion”).

Company has agreed to issue the warrants to the debenture holder within 90 days of the closing of the securities purchase agreement.

The warrants shall be equivalent to the 10 %

of the original principal balance of the notes.

The exercise price of the Warrants shall be eight dollars and fifty cents ($ 8.50 )

per Warrant Share.

The Warrants shall expire five ( 5 )

years after issuance.

assumptions used in calculating estimated fair value of warrants due as of March 31, 2025 is as follows:

Schedule of Assumptions Used in Calculating

Estimated Fair Value

Company has agreed to issue the warrants to the debenture holders within 90 days of the closing of the securities purchase agreement.

The warrants shall be equivalent to the 10 % of the original principal balance of the notes.

The exercise price of the Warrants shall

be eight dollars and fifty cents ($ 8.50 ) per Warrant Share.

The Warrants shall expire five ( 5 ) years after issuance.

Convertible notes

the quarter ended December 31, 2025, the Company entered into a securities purchase agreement with an institutional investor pursuant

to which it issued junior convertible notes with an aggregate principal amount of $ 5.56 million, for gross proceeds of $ 5.0 million,

before fees and other expenses.

The notes were issued on November 21, 2025 pursuant to a registered public offering (the “November

2025 Notes”).

to the consolidated financial statements

US $, except share count)

November 2025 Notes have a contractual maturity of 18 months from the date of issuance and bear interest at a rate of 14 % per annum,

increasing to 18 % per annum upon the occurrence and during the continuation of an event of default.

A portion of the principal amount

of $ 0.93 million, together with accrued but unpaid interest, is payable in quarterly installments, commencing three months from the date

November 2025 Notes are convertible at the option of the holders, in whole or in part, at any time, into Ordinary Shares at an initial

conversion price of $ 2.25 per share, subject to customary anti-dilution adjustments and beneficial ownership limitations.

may redeem all or any portion of the outstanding November 2025 Notes upon written notice by paying the outstanding principal amount together

with accrued interest and a make-whole amount, as defined in the note agreement.

Upon the occurrence of an event of default, the holders

may require redemption of the November 2025 Notes or elect conversion at the applicable default conversion price.

January 8, 2026, the institutional investor elected to convert a principal amount of $ 100,000.00 of November 2025 Notes, plus the related

aggregate accrued and unpaid interest and Make-Whole Amount of $ 120,715.22 into 98,096 Ordinary Shares.

The fair valuation

of the November 2025 Notes as of March 31, 2026 is $ 6,531,602 .

of March 31, 2026, the fair value of the November 2025 Notes was estimated using appropriate valuation techniques with key assumptions

Schedule of assumptions used in calculating estimated fair value of convertible notes

Risk free rate

1 unchanged sentence

Conversion Price

d) As of March 31, 2025, the aggregate maturities of long-term borrowings are as follows:

the quarter ended March 31, 2026, the Company entered into a securities purchase agreement with the same institutional investor pursuant

to which it issued junior convertible notes with an aggregate principal amount of $ 5.56 million, for gross proceeds of $ 5.0 million,

before fees and other expenses.

The notes were issued on January 20, 2026 pursuant to a registered public offering (the “January

2026 Notes”).

January 2026 Notes have a contractual maturity of approximately 17 months from the date of issuance, maturing on June 20, 2027, and bear

interest at a rate of 14 % per annum, increasing to 18 % per annum upon the occurrence and during the continuation of an event of default.

A portion of the principal amount of $ 0.93 million, together with accrued but unpaid interest, is payable in quarterly installments,

commencing three months from the date of issuance.

January 2026 Notes are convertible at the option of the holders, in whole or in part, at any time, into Ordinary Shares at an initial

conversion price of $ 3.50 per share, subject to customary anti-dilution adjustments and beneficial ownership limitations.

In connection

with this issuance, the Company and the investor amended the November 2025 Notes to add cross-default provisions and certain covenants

consistent with the terms of the new notes, and include covenants that limit the Company’s ability to incur additional indebtedness

or certain equity or equity-linked securities while the Notes are outstanding.

fair valuation of the convertible notes as at March 31, 2026 is $ 5,673,813 .

of March 31, 2026, the fair value of the January 2026 Notes was estimated using appropriate valuation techniques with key assumptions

Schedule of assumptions used in calculating estimated fair value of convertible notes

Risk free rate

Annual Interest rate

Conversion Price

Loans from others

the quarter ended June 30, 2023, the Company (through Roadzen (DE)) entered into a $ 7.5 million senior secured note purchase agreement

with Mizuho Securities USA LLC as lender and administrative agent, which originally had a maturity date of June 30, 2024 .

In connection

with this facility, on May 14, 2024, and as required under the terms of the agreement, the Company issued to the lender warrants to purchase

1,432,517 Ordinary Shares at an exercise price of $ 0.001 per share.

July 26, 2024, the Company entered into Amendment No.

1 to the senior secured notes, providing for an additional $ 4.0 million

in principal, bringing the total principal amount to $ 11.5 million, and extending the maturity date to December 31, 2024 .

amended notes otherwise maintained all original terms, including a 15 % per annum interest rate, without the requirement for any

additional warrants.

February 28, 2025, the Company entered into Amendment No.

2 to the senior secured notes, which (i) extended the maturity date of the

$ 11.5 million in outstanding principal from December 31, 2024 to December 31, 2025, and (ii) provided for the joinder of Roadzen Inc.

(the British Virgin Islands parent) as an additional guarantor under the facility.

No additional principal was advanced under Amendment

2, and the aggregate outstanding principal was confirmed at $ 11.5 million.

In connection with the amendment, the Company issued to

the lender an amended and restated warrant to purchase an additional 104,566 Ordinary Shares at an exercise price of $ 0.001 per share,

increasing the total warrant coverage to 1,537,083 Ordinary Shares at an exercise price of $ 0.001 per share;

this amended and restated

warrant amends, restates and supersedes in its entirety the original warrant for 1,432,517 Ordinary Shares issued on May 14, 2024.

Company also granted the lender registration rights with respect to the resale of the ordinary shares issuable upon exercise of the warrant.

The interest rate and other principal terms of the notes were otherwise unchanged.

On June 26, 2026, subsequent to the reporting date, the Company entered into Amendment to the senior secured notes with Mizuho Securities USA LLC, which extended

the maturity date of the $ 11.5 million in outstanding principal from December 31, 2025 to July 7, 2027.

Following this amendment, the

cover page of the note purchase agreement provides for up to $ 11,500,000 of senior secured notes due July 7, 2027 .

No additional principal

was advanced under the new Amendment, and the interest rate and other principal terms of the notes were otherwise unchanged.

As of March 31, 2026, the aggregate maturities of long-term borrowings are as follows:

of maturities of long-term borrowings excluding convertible notes

2 unchanged sentences

Period ending March 31, 2029

Period ending March 31, 2028 onwards

Period ending March 31, 2030

Period ending March 31, 2031

borrowings excluding convertible notes

B Short-term borrowings

to the consolidated financial statements

US $, except share count)

Short-term borrowings

of short term borrowings

6 unchanged sentences

Loans from banks and others

of Loans from Banks and Others

average borrowing rate

Short-term borrowings from banks

to the consolidated financial statements

US $, except share count)

Summary of loans from banks and others

Weighted average borrowing rate

Short-term borrowings from banks and others

Loan from others

During the quarter ended June 30, 2023, Roadzen (DE) entered into a $ 7.5

million senior secured notes agreement with Mizuho as a lender

and administrative agent, which originally had a maturity date of 30 June, 2024 June

On May 14, 2024, as required by the terms of this senior secured notes agreement, the Company issued to the lender

Mizuho, a warrant to purchase 1,432,517

Ordinary Shares at an exercise price of $ 0.0001

On July 26, 2024, the Company entered into Amendment No.

1 to the senior secured notes, providing for an additional $ 4

million in principal amount to a total of $ 11.5

million, and an extension of the maturity date to December

Terms of the notes are otherwise the same as the original notes issued in June 2023, including an interest rate of 15 %

per annum, and did not require any additional warrants.

Promissory Note

As the accounting acquirer Roadzen (DE) has assumed promissory note amounting to $ 2.7 million at a discount of 10 % which was obtained

3 unchanged sentences

date of the liquidation of the Company.

The company has not honored repayment of the promissory note on the due date.

During the quarter ended December 31, 2025, an aggregate amount of $ 250,000 of principal and

$ 136,959 of accrued interest under the promissory note was settled through issuance of 309,567 Ordinary Shares of the Company.

such settlement, the outstanding balance of the promissory note was reduced accordingly.

February 28, 2026, the Company entered into an Agreement for Mutual Set-Off, Waiver, and Release of Obligations between Roadzen, Inc.

(DE) and Roadzen Inc.

Pursuant to the agreement, obligations totaling $ 1,127,689 (including accrued interest) under the promissory

note were discharged by way of mutual set-off against advance receivables of $ 645,000 previously funded by Roadzen (DE) to the original

note purchaser through intermediaries, together with the related original issue discount of $ 64,500 and accrued compounded interest of

The outstanding balance of the promissory note (including interest) was reduced by $ 1,127,689 .

The net outstanding payable

of the original note of $ 2.7 million as of March 31, 2026 is $ 1.7 million.

Additionally,

Roadzen (DE) also assumed Convertible Promissory Note amounting to $ 1.03 million which was obtained to finance transaction costs in connection

with a Business Combination.

The Convertible Promissory Notes is a non-interest bearing instrument and payable upon the consummation

of a Business Combination or may be convertible into warrants of the post-Business Combination entity at a price of $ 1.00 per warrant

at the holder’s discretion.

Roadzen (DE) also assumed Convertible Promissory Note amounting to $ 1.03

million which was obtained to finance transaction costs in connection with a Business Combination.

The Convertible Promissory Notes

is a non interest-bearing instrument and payable upon the consummation of a Business Combination or may be convertible into warrants

of the post-Business Combination entity at a price of $ 1.00

per warrant at the holder’s discretion.

The warrants would be identical to the private placement warrants described in note

has not honored repayment of the promissory note on the due date

During the quarter ended December 31, 2024, Good Insurance Brokers Private Limited secured loan facilities from Hindon Mercantile Ltd

amounting to $ 0.79 million., carrying an interest rate of 22 %, with repayment scheduled in eight installments in four months from the

date of loan.

During the quarter ended March 31, 2024 and June 30, 2024 the company has issued $ 1.0

million and $ 0.5

million notes at an interest rate of 17.5 %

PA and mature on the sixth month anniversary of the funding of the notes respectively.

The interest rate on the notes can be

increased maximum up to 29 %

as per the applicable condition of repayment.

During the year ended March

31, 2023, Roadzen Technologies Private Limited secured loan facilities from Cambridge Innovations Private Limited amounting to

million bearing an interest rate of 8 %

per annum, repayable within 22 months from the issuance date.

However, the Company has not honored the repayment of the above loan as on

the reporting date.

The company is in process to get an extension of repayment to March 31, 2026.

On March 31, 2025, the Company entered into a securities purchase

agreement with an institutional investor (the “Investor”) under which the Company agreed to issue and sell, in a registered

public offering, junior convertible notes for up to an aggregate principal amount of $2,300,000 (the “Junior Notes”) that

may be convertible into the Company’s Ordinary Shares.

The Junior Notes were sold for a gross purchase price of $2,000,000 before

fees and other expenses.

On April 1, 2025, the Company completed the sale of the Junior Notes to the Investor and issued the Junior Notes.

The Junior Notes will mature one year from the date of issuance and will bear interest at a rate of 16% per annum (increasing to 18% per

annum upon the occurrence and during the continuation of an event of default).

25% of the principal amount of the Junior Notes (less any

amount previously converted by the holders), together with accrued but unpaid interest, is payable quarterly, commencing three months

after the date of issuance.

The Junior Notes will have an initial conversion price of $ 2.00 and will be convertible at any time, in whole or

in part and subject to certain beneficial ownership limitations, at the election of the holders, subject to customary adjustments upon

any stock split, stock dividend, stock combination, recapitalization or similar event.

The Company may redeem all or any portion of outstanding

Junior Notes at any time upon at least five trading days’ written notice by paying an amount equal to the principal amount of the

Junior Notes being redeemed, together with interest accrued on such principal amount through the date of redemption, and additional interest

that would accrue on such principal amount through the maturity date (the “Make Whole Amount”).

Value of the Warrants:

of Estimated Fair Value of Working Capital Loan

The Company has not honored repayment of these promissory notes on their due dates.

During the quarter ended March 31, 2024 and June 30, 2024 the Company issued three $ 0.5 million notes totaling $ 1.5 million at an interest

rate of 17.5 % and maturing on the sixth month anniversary of each note’s funding, although failure to pay the principal and accrued

interest by that date does not constitute an event of default, increasing two percentage points each month thereafter to a maximum of

During the quarter ended December 31, 2025, the Company paid off one note in full, as well as the principal on a second note.

Subsequent to the reporting date, the Company paid off the full accrued interest on the second note, thereby leaving one note outstanding

with a principal balance of $ 0.6 million (inclusive of $ 0.1 million of accrued interest reset into the principal).

Junior Convertible Notes

On March 31, 2025, the Company entered into a securities purchase agreement with an institutional investor (the “Junior Investor”)

under which the Company agreed to issue and sell, in a registered public offering, junior convertible notes for up to an aggregate principal

amount of $2,300,000 (the “Junior Notes”) that may be convertible into the Company’s Ordinary Shares.

The Junior Notes

were sold for a gross purchase price of $2,000,000 before fees and other expenses.

On April 1, 2025, the Company completed the sale of

the Junior Notes to the Junior Investor and issued the Junior Notes.

The Junior Notes will mature one year from the date of issuance

and will bear interest at a rate of 16% per annum (increasing to 18% per annum upon the occurrence and during the continuation of an

event of default).

25% of the principal amount of the Junior Notes (less any amount previously converted by the holders), together with

accrued but unpaid interest, is payable quarterly, commencing three months after the date of issuance .

Junior Notes had an initial conversion price of $ 2.00 , which was subsequently reduced to $ 1.40 .

During the quarter ended December 31,

2025 the Company fully settled the outstanding Junior Notes.

An aggregate amount of $ 108,106 of principal and accrued interest was settled

through the issuance of Ordinary Shares, with the remaining balance repaid in cash.

As a result, no Junior Notes were outstanding as

of the reporting date.

Junior Business Loan

On November 12, 2025 Roadzen (DE) entered into a Junior Business Loan and Security Agreement with Agile Lending, LLC (“Agile”)

for a principal amount of $ 3.0 million, refinancing and replacing the previous Junior Business Loan and Security Agreement entered into

by National Automobile Club, Inc.

(“NAC”) on August 7, 2025.

The loan is secured by a continuing security interest in Roadzen

(DE)’s assets, including its accounts, equipment, inventory, general intangibles, and deposit accounts, together with all proceeds

thereof, as defined in the agreement.

The loan carries an effective payment multiplier of 1.42, inclusive of all interest and fees, is

repayable in weekly installments and matures 36 weeks from the effective date, on July 22, 2026 .

On March 18, 2026, the Company entered into an additional Junior Business Loan and Security Agreement with Agile for a principal amount

of $ 2,625,000 .

The loan is secured by a continuing security interest in substantially all of the assets of the borrowers, including accounts,

equipment, inventory, general intangibles (including intellectual property), deposit accounts and the proceeds thereof, on a junior basis,

as defined in the agreement.

The loan carries an effective payment multiplier of 1.42, inclusive of all interest and fees, is repayable

in weekly installments, and matures 36 weeks from the effective date, on November 24, 2026 .

to the consolidated financial statements

US $, except share count)

Other long-term liabilities

of Other Long-Term Liabilities

Summary of other long-term liabilities

March 31, 2026

1 unchanged sentence

Retirement benefits

Accounts payable (i)

Deferred tax liability

Deferred revenue

(i) Account payable

include SPAC payable of $ 3,000,000 and $ 0 as of March 31, 2026 and March 31, 2025, respectively.

The Company entered into an extension

agreement with one of the parties to the SPAC payable extending the amount payable to July 7, 2027.

In the prior year, the payable was included

within current liabilities, under accounts payable.

Employee benefit plans

1 unchanged sentence

benefit plan (unfunded)

accordance with Indian law, the Indian Subsidiaries of The Company provides a defined benefit retirement plan (the “Gratuity

Plan”) covering substantially all of its Indian employees.

The Gratuity Plan provides a lump-sum payment to vested employees

upon retirement or termination of employment in an amount based on each employee’s salary and duration of employment with the

The Gratuity Plan benefit cost for the year is calculated on an actuarial basis.

The Company contributes the required

funding for all ascertained liabilities to the Gratuity Plan.

accordance with Indian law, the Indian Subsidiaries of The Company provides a defined benefit retirement plan (the “Gratuity Plan”)

covering substantially all of its Indian employees.

The Gratuity Plan provides a lump-sum payment to vested employees upon retirement

or termination of employment in an amount based on each employee’s salary and duration of employment with the Company.

Plan benefit cost for the year is calculated on an actuarial basis.

The Company contributes the required funding for all ascertained

liabilities to the Gratuity Plan.

There is no plan asset against the defined benefit plan.

2 unchanged sentences

Schedule of amounts recognized in financial statements based on actuarial valuations

in benefit obligation

Change in benefit obligation

March 31, 2026

March 31, 2025

benefit obligation at the beginning of the year

of exchange rate changes

benefit obligation at the end of the year

recognized in the Consolidated Balance Sheets consist of

liabilities (recorded under accrued expenses and other current liabilities)

liabilities (recorded under other liabilities)

Projected benefit obligation at the beginning of the year

Interest costs

Past service cost

Service costs

Actuarial (gain) loss

Benefits paid

Effect of exchange rate changes

Projected benefit obligation at the end of the year

Amounts recognized in the Consolidated Balance Sheets consist of

Current liabilities (recorded under accrued expenses and other current liabilities)

Non-current liabilities (recorded under other liabilities)

to the consolidated financial statements

2 unchanged sentences

Schedule of components of net defined benefit plan costs

March 31, 2026

March 31, 2025

Interest costs

Service costs

Actuarial (gain) loss

estimated net defined benefit plan cost over the next fiscal year is $ 22,661 .

6 unchanged sentences

Schedule of expected benefit plan payments

ending March 31

Expected benefit plan payments

Year ending March 31

benefit plan payments

Company’s expected benefit plan payments are based on the same assumptions that were used to measure the Company’s benefit

1 unchanged sentence

contribution plans

Indian Subsidiaries of The Company makes contributions to Employee provident fund and Employee state insurance, determined as a

specified percentage of employee salaries, in respect of qualifying employees towards defined contribution schemes.

During the years

March 31, 2025 and March 31, 2024, the Company contributed $ 135,330

and $ 332,169

respectively to defined contribution plans in India.

Indian Subsidiaries of The Company makes contributions to Employee provident fund and Employee state insurance, determined as a specified

percentage of employee salaries, in respect of qualifying employees towards defined contribution schemes.

During the years March 31,

2026 and March 31, 2025, the Company contributed $ 71,202 and $ 135,330 respectively to defined contribution plans in India.

to the consolidated financial statements

US $, except share count)

Ordinary shares

4 unchanged sentences

of the surplus assets of the Company based on their percent of ownership.

of March 31, 2025 and March 31,2024, the Company’s ordinary shares outstanding were 74,290,986 and 68,440,829

respectively.

of March 31, 2026 and March 31, 2025, the Company’s ordinary shares outstanding were 79,695,672 and 74,290,986 respectively.

following table summarizes the Company’s ordinary shares reserved for future issuance on an as-converted basis:

of Ordinary Shares Reserved for Future Issuance

Schedule of ordinary shares reserved for future issuance

March 31, 2026

March 31, 2025

of outstanding redeemable convertible instruments

shares available for future issuance under the Company’s equity incentive plan

connection with BVI’s initial public offering in 2021, 10,004,994 public warrants were issued (the “Public Warrants”)

and 9,152,087 warrants were issued in a private placement (the “Private Placement Warrants”).

Remaining shares available for future issuance under the Company’s equity incentive plan

connection with Vahanna’s initial public offering in 2021, 10,004,994 Public Warrants and 9,152,087 warrants were issued.

Both Public Warrants and Private

Placement Warrants remained outstanding and became warrants to purchase Ordinary Shares in the Company upon the close of the Business

During the quarter ended December 31, 2025 the Company registered the Private Placement Warrants and Ordinary Shares underlying

them, thereby removing all restrictions on the Private Placement Warrants.

As a result, the Company is no longer differentiating between

the Public and Private Placement Warrants and only uses the term Public Warrants.

of March 31, 2026, there were 19,157,081 Public Warrants outstanding.

1 unchanged sentence

Each whole warrant entitles the registered holder to purchase one Ordinary Share at a price of $ 11.50 per share.

Warrants became exercisable as of October 20, 2023.

The Public Warrants will expire five years from the consummation of a Business Combination

or earlier upon redemption or liquidation.

Warrants, and Private Placement Warrants when they were initially issued, became exercisable as of October 20, 2023 .

The Public Warrants

will expire five years from the Business Combination or earlier upon redemption or liquidation.

to the consolidated financial statements

3 unchanged sentences

not less than 30 days’ prior written notice of redemption given to each warrant holder;

if, and only if, the reported

last sale price of the Ordinary Shares equals or exceeds $ 18.00 per share (as adjusted for stock splits, stock dividends, reorganizations,

recapitalizations and the like) for any 20 trading days within a 30 -trading day period commencing once the warrants become exercisable

and ending three business days before the Company send the notice of redemption to the warrant holders.

and only if, the reported last sale price of the Ordinary Shares equals or exceeds $ 18.00 per share (as adjusted for stock splits,

stock dividends, reorganizations, recapitalizations and the like) for any 20 trading days within a 30 -trading day period commencing

once the warrants become exercisable and ending three business days before the Company send the notice of redemption to the warrant

the Company calls the Public Warrants for redemption, as described above, its management will have the option to require any holder that

2 unchanged sentences

in the event of a share dividend, extraordinary dividend or recapitalization, reorganization, merger or consolidation.

However, except

as described below, the Public Warrants will not be adjusted for issuances of Ordinary Shares at a price below its exercise price.

Additionally,

in no event will the Company be required to net cash settle the Public Warrants.

of March 31, 2025, there were 9,152,087 Private Placement Warrants outstanding.

The Private Placement Warrants are identical to the Public

Warrants underlying the Units sold in the Initial Public Offering, except that the Private Placement Warrants and the Ordinary Shares

issuable upon the exercise of the Private Placement Warrants will not be transferable, assignable or saleable until 30 days after the

completion of a Business Combination, subject to certain limited exceptions.

to the terms of a Securities Purchase Agreement entered into among the Company, Supurna VedBrat and Krishnan-Shah Family Partners, LP

on March 28, 2024 (the “March 2024 SPA”), on April 22, 2024, the Company issued warrants to purchase 50,000 Ordinary Shares

to Krishnan-Shah Family Partners, LP, on June 20, 2024, the Company issued warrants to purchase 50,000 Ordinary Shares to Ms.

and the Company expects to issue warrants to purchase an additional 50,000 Ordinary Shares to Ms.

VedBrat in the near future (such warrants

collectively the “March 2024 SPA Warrants”).

Each March 2024 SPA Warrant will be exercisable at any time during the period

commencing on March 28, 2025 (or earlier under certain circumstances described in the March 2024 SPA Warrants) (as applicable, the “Vesting

Date”) through March 28, 2031 (or until the dissolution, liquidation or winding up of the Company, if earlier).

The exercise price

of the March 2024 SPA Warrants is equal to 80 % of the lower of (i) the volume weighted average price (the “VWAP”) of the

Ordinary Shares, as reported on the relevant market or exchange, over the 60 trading days subsequent to the first loan funding pursuant

to the March 2024 SPA, (ii) the opening price of any public offering of straight equity securities of the Company occurring within six

months after the issue date of the March 2024 SPA Warrants and (iii) the VWAP of the Ordinary Shares over the 60 trading days immediately

prior to the Vesting Date.

VedBrat is a director of the Company.

Ajay Shah, another director of the Company, and his wife, are trustees

of the general partner of the Krishnan-Shah Family Partners, LP.

May 14, 2024, as required by the terms of this senior secured notes agreement entered with Mizuho in June 30, 2023, the Company issued

However, the Public

Warrants will not be adjusted for issuances of Ordinary Shares at a price below its exercise price.

Additionally, in no event will the

Company be required to net cash settle the Public Warrants.

As required by the terms of the March 2024 SPA, the Company issued the March 2024 SPA Warrants, including warrants

to purchase 50,000 Ordinary Shares to Krishnan-Shah Family Partners, LP, on June 20, 2024, warrants to purchase 50,000 Ordinary Shares

VedBrat on each of June 20, 2024 and October 20, 2024.

May 14, 2024, as required by the terms of the senior secured notes agreement entered with Mizuho in June 30, 2023, the Company issued

to Mizuho a warrant to purchase 1,537,086 Ordinary Shares at an exercise price of $ 0.001 per share (the “Mizuho Warrants”).

December 15, 2024 the Company entered into an underwriting agreement with ThinkEquity LLC and as required by the terms of this

agreement, the Company issued warrants to purchase 115,000

shares of the Company at an exercise price of $ 1.5625

per share (the “Dec ThinkEquity Warrants”).

On January 3, 2025 the Company entered into a placement agency agreement with ThinkEquity LLC and as required by

the terms of this agreement, the Company issued warrants to purchase 111,115 Ordinary Shares at an exercise price of $ 2.8125 per share

(the “Jan ThinkEquity Warrants”).

of March 31, 2025, there were 150,000 March 2024 SPA Warrants, 1,432,517 Mizuho Warrants and 115,000 Dec ThinkEquity Warrants and 111,115 Jan ThinkEquity Warrants outstanding.

December 15, 2024 the Company entered into an underwriting agreement with ThinkEquity LLC and as required by the terms of this agreement,

the Company issued warrants to purchase 115,000 shares of the Company at an exercise price of $ 1.5625 per share (the “Dec ThinkEquity

January 3, 2025 the Company entered into a placement agency agreement with ThinkEquity LLC and as required by the terms of this agreement,

the Company issued warrants to purchase 111,115 Ordinary Shares at an exercise price of $ 2.8125 per share (the “Jan ThinkEquity

of March 31, 2026, there were 150,000 March 2024 SPA Warrants, 1,537,086 Mizuho Warrants and 115,000 Dec ThinkEquity Warrants and 111,115

Jan ThinkEquity Warrants outstanding.

to the consolidated financial statements

US $, except share count)

following table summarizes revenue by the Company’s service offerings:

of Summarizes Revenue By Company’s Service

from services

and Distribution Income

from Insurance as a Service

were three customers that individually represented 14 %, 13 %

of the Company’s revenue for the period ended March 31, 2025 and one customer that individually represents 23 %

of the Company’s accounts receivable balance as of March 31, 2025.

were two customer that individually represented 29 % and 21 % of the Company’s revenue for the year ended March 31, 2024 and two customers

that individually represented 28 % and 18 % of the Company’s accounts receivable balance as of March 31, 2024.

of revenue by service offerings

March 31, 2026

March 31, 2025

Revenue from services

Commission and Distribution Income

Income from Insurance as a Service

were three customers that individually represented 13 %, 10 % and 8 % of the Company’s revenue for the period ended March 31, 2026

and one customer that individually represents 8 % of the Company’s accounts receivable balance as of March 31, 2026.

were three customers that individually represented 14 %, 13 % and 10 % of the Company’s revenue for the year ended March 31, 2025

and one customer that individually represented 23 % of the Company’s accounts receivable balance as of March 31, 2025.

following table provides information about receivables and contract liabilities from contracts with customers:

of contract liabilities from contract with customers

March 31, 2026

March 31, 2025

Contract liabilities

Deferred revenue

Total contract liabilities

Contract assets

Company records deferred revenues when cash payments are received or due in advance of Company’s performance.

Deferred revenues

primarily relate to commission and distribution income and insurance as a service.

The amount of revenue recognized for the period ended

March 31, 2025 that was included in the deferred revenue balance as of March 31, 2024 was $ 656,968 .

The amount of revenue recognized

in the year ended March 31, 2024 that was included in the deferred revenue balance as of March 31, 2023 was $ 108,442 .

Unbilled revenue

Total contract assets

The Company records deferred revenues when cash payments are received or due in advance of Company’s performance.

Deferred revenues primarily

relate to commission and distribution income and insurance as a service.

The amount of revenue recognized for the period ended March 31,

2026 that was included in the deferred revenue balance as of March 31, 2025 was $ 893,822 .

The amount of revenue recognized in the year

ended March 31, 2025 that was included in the deferred revenue balance as of March 31, 2024 was $ 656,988 .

assets represent a conditional right to consideration for satisfied performance obligations that become a receivable when the conditions

3 unchanged sentences

in the month subsequent to the period in which performance obligations were satisfied.

following table provides information about the geographical segregation of the revenue of the Company:

of geographical segregation of revenue

March 31, 2026

March 31, 2025

States of America

to the consolidated financial statements

1 unchanged sentence

Business combinations

Global Insurance Management Limited

the period ended June 30, 2023, Roadzen (DE) (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 of December 31, 2023, the Company has transferred

the entire consideration, however, Roadzen (DE) has exercised board control over Global Insurance Management from June 30, 2023.

financial results of Global Insurance Management have been included in the Company’s consolidated financial statements from June

30, 2023 as the Company has possessed the power to direct the relevant activities of Global Insurance Management from the share purchase

agreement date.

Daokang (Beijing) Data Science Company Ltd.

(DE) entered into a joint venture with WI Harper VIII LLP and Shangrao Langtai Daokang Information Technology Co.

in July 2017,

whereby Roadzen (DE) invested $ 2,500,030 in exchange for a 34.5 % equity stake in Daokang.

As the Company could not previously obtain

reliable, adequate financial information, Daokang was fully impaired as of March 31, 2025 and now reinstated as per the fair valuation along with the incremental investment of $ 1 million.

the quarter ended September 30, 2025, and effective April 1, 2025, Roadzen (BVI) and the other shareholders and directors of Daokang

agreed to reaffirms Roadzen’s board, governance and management control, including one additional tiebreaking vote in the event

of a deadlock, and sole authority to designate Daokang’s Chief Executive Officer who reports directly to the chairman of the board

representing Roadzen, Inc.

As a result, the Company received the required financial information from Daokang, thereby enabling it to

consolidate Daokang’s financial results in the Company’s consolidated financial statements retroactive to April 1, 2025.

Daokang represents, and is expected to continue to represent, less than 10% of the Company’s consolidated revenue.

The acquisition has been accounted for as a business combination under ASC 805 using the acquisition method of accounting.

fair value of purchase consideration as determined in the independent valuation report is as follows:

Schedule of fair value purchase

consideration independent valuation

Fair value of previously held equity interest ( 34.5 %) remeasured at acquisition date

Incremental investment to obtain control of Daokang

Fair value of total consideration

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

of major classes of assets and liabilities allocated to purchase price

and cash equivalents

customer contract (Refer Note 8)

( 15,947,363 )

consideration

(Refer Note 19(c))

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.

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

Property, plant and equipment

Working capital

Identifiable intangible asset

Other liabilities

Total identifiable net assets

Capital contribution subsequent to acquisition date

Net assets considered for purchase price allocation

Gain on bargain purchase (i)

Fair value of non controlling interest holders

Total Purchase consideration

(i) The gain on bargain purchase presented above is based on the acquisition-date exchange

rate (April 1, 2025).

are details of the purchase price allocated to the intangible asset acquired:

of purchase price allocated to intangible assets acquired

customer contracts

National Automobile Club

the period ended June 30, 2023, Roadzen (DE) (on June 06, 2023 ) acquired 100 % of the equity interests in National Automobile Club for

a cash consideration of $ 2,238,000 .

National Automobile Club was incorporated in the state of California and is engaged in the business

of roadside assistance services.

As of December 31, 2023, Roadzen (DE) has transferred a consideration amounting to $ 1,750,000 , however,

Roadzen (DE) has exercised board control over National Automobile Club from June 6, 2023.

The financial results of National Automobile

Club have been included in the Company’s consolidated financial statements from June 6, 2023 as the Company has possessed the power

to direct the relevant activities of National Automobile Club from the share purchase agreement date.

Patent - Mobile vehicle insurance survey system

Patent - Mobile vehicle insurance smart dispatch system

Software - Video Inspection System

Software - Insurance Dispatching System

Intangible assets under development

EliteCover Insurance Solutions, Inc.

the quarter ended December 31, 2025, Roadzen (DE) acquired 55 % of the equity interest in EliteCover Insurance Solutions, Inc.

for a total contractual consideration of USD 2,500,000 pursuant to a Stock Purchase Agreement dated October 24, 2025.

ECI is a California

licensed insurance broker and managing general underwriter holding a Coverholder appointment from Lloyd’s of London.

has determined that Roadzen obtained control over ECI effective November 30, 2025, being the date from which Roadzen obtained majority

voting rights and the ability to direct the relevant activities of ECI.

Accordingly, the financial results of ECI have been included

in the Company’s consolidated financial statements from November 30, 2025.

The acquisition has been accounted for as a business

combination under ASC 805 using the acquisition method of accounting.

to the consolidated financial statements

US $, except share count)

fair value of purchase consideration as determined in the independent valuation report is as follows:

Schedule of fair value purchase

consideration independent valuation

Initial consideration

Fair value of contingent consideration (milestone based)

Fair value of total consideration

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

of major classes of assets and liabilities allocated to purchase price

and cash equivalents

customer contract (Refer Note 8)

( 1,215,247 )

consideration

(Refer Note 19(c))

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.

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

Property, plant and equipment

Working capital

Identifiable intangible asset – Customer relationship

Other liabilities

Total identifiable net assets

Goodwill (Refer Note 20)

Fair value of non controlling interest holders

Total Purchase consideration

excess of purchase consideration over the fair value of net tangible and identifiable intangible assets acquired has been recorded as

goodwill and is primarily attributable to the expected synergies from integration of ECI’s licensed insurance distribution infrastructure

are details of the purchase price allocated to the intangible asset acquired:

of purchase price allocated to intangible assets acquired

customer contracts

Schedule of Goodwill

A summary of the changes in

carrying value of goodwill is as follows:

Goodwill relating to acquisitions

consummated during the year (Refer Note 19(a) & (b))

Derecognition on deconsolidation

of subsidiaries

Impairment reversed on goodwill

during the year on account of deconsolidation of subsidiaries

Acquired customer contracts

Houseneed Doorstep Services Private Limited (“VehicleCare”)

During the quarter ended December 31, 2025, Roadzen Technologies Private

Limited (“RTPL”), a wholly owned subsidiary of the Company, acquired 100 % of the equity interest in Houseneed Doorstep Services

Private Limited, a company that operates its business under the brand “VehicleCare,” for a total consideration of $ 5,282,380

($ 4,408,940 payable in shares of RTPL and $ 873,440 in cash).

VehicleCare operates a technology-led vehicle care platform that enables insurers to digitally manage the entire

claims and repair journey from claim assessment and approval to repair execution and settlement leveraging artificial intelligence, standardized

repair protocols, and a repair-over-replacement philosophy.

Management has determined that the Company obtained control over VehicleCare

effective January 1, 2026, being the date from which the Company obtained 100 % equity ownership and the ability to direct the relevant

activities of the company.

Accordingly, the financial results of VehicleCare have been included in the Company’s consolidated financial

statements from January 1, 2026.

The acquisition has been accounted for as a business combination under ASC 805 using the acquisition

method of accounting.

fair value of purchase consideration as determined in the independent valuation report is as follows:

Schedule of fair value purchase

consideration independent valuation

Cash consideration

Consideration via issuance of equity shares

Fair value of total consideration

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

of major classes of assets and liabilities allocated to purchase price

Property, plant and equipment

Working capital

Identifiable intangible asset

Other liabilities

Total identifiable net assets

Goodwill (Refer Note 20)

Total Purchase consideration

to the consolidated financial statements

US $, except share count)

excess of purchase consideration over the fair value of net tangible and identifiable intangible assets acquired has been recorded as

goodwill and is primarily attributable to the expected synergies from integration of VehicleCare’s technology platform and infrastructure

into the Company’s broader insurtech ecosystem.

are details of the purchase price allocated to the intangible asset acquired:

of purchase price allocated to intangible assets acquired

Software – VehicleCare AI claims and repair management platform

summary of the changes in carrying value of goodwill is as follows:

March 31, 2026

March 31, 2025

relating to acquisitions consummated

on account of consolidation of stepdown subsidiary

of exchange rate changes

9 unchanged sentences

of financial instruments measured at fair value on recurring basis

Value Measured using

warrant liabilities

March 31, 2026

Fair Value Measured using

Financial liabilities:

Derivative warrant liabilities

Convertible debentures

Convertible Promissory Notes

Value Measured using

purchase agreement

to the consolidated financial statements

US $, except share count)

March 31, 2026

Fair Value Measured using

Financial assets:

Forward purchase agreement

Company uses a third-party valuation specialist to assist management in its determination of the fair value of its Level 2 classified

derivative warrant liabilities.

The fair value of these financial instruments is based on the volatility of its ordinary share warrants,

based on implied volatility from the Company’s traded warrants and from historical volatility of select peer company’s ordinary

shares that matches the expected remaining life of the warrants.

For key aspects of valuation of convertible debentures refer note 13.

derivative warrant liabilities and convertible promissory notes.

The fair value of these financial instruments is based on the volatility

of its ordinary share warrants, based on implied volatility from the Company’s traded warrants and from historical volatility of

select peer companies Ordinary Shares that matches the expected remaining life of the warrants.

Company uses a third party valuation specialist to assist management in its determination of the fair value of its Level 3 classified

Convertible debentures and Forward Purchase Agreement.

The instruments were fair valued using a Monte Carlo simulation model utilizing

assumptions related to the contractual term of the instruments and current interest rates.

For key aspect of the valuation inputs refer

notes 13 (c) and 5 (iii) respectively.

Convertible Notes and Forward Purchase Agreement.

The instruments were fair valued using a Monte Carlo simulation model utilizing assumptions

related to the contractual term of the instruments and current interest rates.

following table presents a reconciliation of the Company’s Level 3 financial instruments measured and recorded at fair value on

a recurring basis as of March 31, 2025 for Financial Liability:

Convertible Debentures and as of December 31, 2024 for Financial Asset:

Forwards Purchase Agreement:

a recurring basis as of March 31, 2026 for Financial Asset:

Forwards Purchase Agreement, and for Financial Liability:

Convertible Promissory

notes and Convertible Notes.

of fair value, liabilities measured on recurring basis, unobservable input reconciliation

Forward purchase agreement

Convertible debentures

Balance as of March 31, 2024

in fair value

Financial liability

purchase agreement

Convertible Notes

Promissory Notes

Initial measurement

Change in fair value

( 44,180,828 )

as of March 31, 2025

Balance as of March 31, 2026

to the consolidated financial statements

11 unchanged sentences

companies without readily determinable fair values and primarily relate to its investment in Daokang and Moonshot.

During the year ended

March 31, 2024, the Company recorded a impairment loss for it’s non-marketable equity securities, refer note 6.

The Company recorded

an impairment loss on its non-marketable equity securities, as more briefly discussed in note 6.

rate risk - Interest rate risk is the risk that the fair value of future cash flows of a financial instrument will fluctuate due

4 unchanged sentences

The operations are primarily denominated

in United States Dollars, Pounds Sterling, Indian Rupees and Euros.

For the purpose of analyzing foreign currency exchange risk, we considered

the historical trends in foreign currency exchange rates.

Based on a sensitivity analysis we have performed as of March 31, 2025, an

adverse 10 % foreign currency exchange rate change applied to total monetary assets and liabilities denominated in currencies other than

the United States Dollar would not have a material effect on our financial statements.

21 Investments

in United States Dollars, Pounds Sterling, Indian Rupees, Chinese Renminbi and Euros.

For the purpose of analyzing foreign currency exchange

risk, we considered the historical trends in foreign currency exchange rates.

Based on a sensitivity analysis we have performed as of

March 31, 2026, an adverse 10 % foreign currency exchange rate change applied to total monetary assets and liabilities denominated in

currencies other than the United States Dollar would not have a material effect on our financial statements.

balances include certain investments in mutual funds that are recorded at fair value.

4 unchanged sentences

Leases - Accounted as per ASC 842 for the Period Ended March 31, 2026

Company leases office space under non-cancellable operating lease agreements, which expire on various dates through April 2031.

Company leases office space under non-cancellable operating lease agreements, which expire on various dates through January 2033.

property leases contain extension options exercisable by the Company.

2 unchanged sentences

The components of lease cost for the period ended March 31, 2026 are summarized below:

i) The following tables presents the various components of lease costs:

The following tables presents the various components of lease costs:

of lease cost

the Year ended

ii) The following table presents supplemental information relating to the cash flow and non cash flows arising from lease transactions.

Cash payments related to short-term leases are not included in the measurement of operating liabilities, and, as such, are excluded from the amounts below.

For the Year ended

March 31, 2026

Operating lease cost

Short-term lease cost

Total lease cost

to the consolidated financial statements

US $, except share count)

The following table presents supplemental information relating to the cash flow and non cash flows arising from lease transactions.

payments related to short-term leases are not included in the measurement of operating liabilities, and, as such, are excluded from the

amounts below.

supplemental cash flow information related to leases and non cash flows arising from lease transactions

the Year ended March 31, 2025

paid for amounts included in the measurement of lease liabilities:

cash flows from operating leases

iii) Balance sheet information related to leases are as follows:

Schedule of Balance

Sheet Information Related to Leases

the Year ended March 31, 2025

Lease ROU Asset, net

For the Year ended March 31, 2026

Cash paid for amounts included in the measurement of lease liabilities:

Operating cash flows from operating leases

Balance sheet information related to leases are as follows:

Schedule of balance sheet information related to leases

For the Year ended March 31, 2026

Operating Leases:

Operating Lease ROU Asset, net

Short term liabilities

term liabilities

operating lease liabilities

iv) Weighted Average

Long term liabilities

Total operating lease liabilities

Weighted Average

of weighted average remaining lease terms and discount rates

the Year ended March 31, 2025

For the Year ended March 31, 2026

Remaining Lease term (in years)

v) Maturities of lease liabilities were as follows:

Discount rate

Maturities of lease liabilities were as follows:

of maturities of lease liabilities

Liabilities (USD) *

Period Ended March 31, 2025

Lease Payments

For Period Ended March 31, 2026

Total Lease Payments

Imputed Interest

* The lease liabilities

are translated into U.S.

lease liabilities are translated into U.S.

Dollars using the closing rate for the period ended March 31, 2026

25 unchanged sentences

following table sets forth the computation of basic net loss per share attributable to ordinary shareholders and preferred stock holders:

of Computation of Basic Net Loss Per Share Attributable to Ordinary Shareholders and Preferred Stock Holders

of computation of basic net loss per share attributable to ordinary shareholders and preferred stockholders

March 31, 2026

March 31, 2025

( 22,516,222 )

( 72,870,432 )

loss attributable to Roadzen Inc.

Net loss attributable to Roadzen Inc.

ordinary shareholders

1 unchanged sentence

( 72,870,432 )

Weighted-average

shares used in computing net loss per share attributable to Roadzen Inc.

Weighted-average shares used in computing net loss per share attributable to Roadzen Inc.

ordinary shareholders - basic and diluted

loss per share attributable to Roadzen Inc.

Net loss per share attributable to Roadzen Inc.

ordinary shareholders - basic and diluted

5 unchanged sentences

of potential ordinary shares equivalents excluded from the computation of diluted net loss per share

March 31, 2026

March 31, 2025

Share warrants

Restricted stock units

Convertible instruments

to the consolidated financial statements

US $, except share count)

Company’s net loss before provision for income taxes for the year ended March 31, 2026 and March 31, 2025 were as follows:

of income before income tax domestic and foreign

March 31, 2026

March 31, 2025

( 13,594,242 )

6 unchanged sentences

of components of provision for income taxes

provision for income taxes

March 31, 2026

March 31, 2025

Total provision for income taxes

following is a reconciliation of the federal statutory income tax rate to the Company’s effective tax rate for the year ended March

1 unchanged sentence

of reconciliation of statutory federal income tax rate

statutory income tax rate

deductible expenses

rate differential

provision for income taxes

March 31, 2026

March 31, 2025

Federal statutory income tax rate

Non deductible expenses

Valuation allowance

Foreign rate differential

Share warrants

Total provision for income taxes

components of the Company’s net deferred tax assets as of the year ended March 31, 2026 and year ended March 31, 2025 were as follows:

2 unchanged sentences

March 31, 2025

operating loss carry forwards

depreciation carry forwards

and amortization

Deferred tax assets:

Net operating loss carry forwards

Unabsorbed depreciation carry forwards

Retirement benefits

Depreciation and amortization

Total deferred tax assets

valuation allowance

1 unchanged sentence

( 40,976,923 )

tax assets, net of valuation allowance

tax liabilities:

on account of business combination

deferred tax assets/ (liabilities)

Deferred tax assets, net of valuation allowance

Deferred tax liabilities:

Intangibles on account of business combination

( 1,023,553 )

Net deferred tax assets/ (liabilities)

( 1,023,553 )

to the consolidated financial statements

2 unchanged sentences

of movements in deferred tax assets

statements of

of currency translation and acquisitions

operating loss carry forwards

depreciation carry forwards

and amortization

value changes on convertible notes

March 31, 2025

through statements of

Impact of currency translation and acquisitions

March 31, 2026

Deferred tax assets:

Net operating loss carry forwards

Unabsorbed depreciation carry forwards

Retirement benefits

Depreciation and amortization

Total deferred tax assets

valuation allowance

2 unchanged sentences

( 42,739,197 )

tax liabilities:

on account of business combination

Deferred tax assets, net of valuation allowance

Deferred tax liabilities:

Intangibles on account of business combination

( 1,054,287 )

( 1,023,553 )

Deconsolidation

on convertible notes

deferred tax assets/ (liabilities)

Currency translation

Net deferred tax assets/ (liabilities)

( 1,054,287 )

( 1,023,553 )

March 31, 2024

2 unchanged sentences

and acquisitions

operating loss carry forwards

depreciation carry forwards

and amortization

value changes on convertible notes

March 31, 2025

Deferred tax assets:

Net operating loss carry forwards

Unabsorbed depreciation carry forwards

Retirement benefits

Depreciation and amortization

Total deferred tax assets

valuation allowance

2 unchanged sentences

( 40,976,923 )

tax liabilities:

on account of business combination

on convertible notes

Deferred tax assets, net of valuation allowance

Deferred tax liabilities:

Intangibles on account of business combination

Currency translation

to the consolidated financial statements

US $, except share count)

Company regularly reviews its deferred tax assets for recoverability based on historical taxable income, projected future taxable income,

39 unchanged sentences

its federal and state income tax returns are subject to examination for federal and state purposes.

to the consolidated financial statements

US $, except share count)

Segment reporting

segments are defined as components of an entity where discrete financial information is evaluated regularly by the Chief Executive

Officer as the chief operating decision maker (“CODM”) in deciding how to allocate resources and in assessing

The Company’s CODM reviews financial information presented on a consolidated basis for the purposes of making

operating decisions, fund raising, allocating resources and evaluating financial performance.

Accordingly, the Company has

determined that it operates in a single reporting segment.

segments are defined as components of an entity where discrete financial information is evaluated regularly by the Chief Executive Officer

as the chief operating decision maker (“CODM”) in deciding how to allocate resources and in assessing performance.

The Company’s

CODM reviews financial information presented on a consolidated basis for the purposes of making operating decisions, fund raising, allocating

resources and evaluating financial performance.

Accordingly, the Company has determined that it operates in a single 1

reporting segment.

Stock based compensation

share-based compensation awards issued under the Company’s 2023 Omnibus Incentive Plan to the Company’s employees,

officers, directors, are all equity-classified instruments Restricted stock units (“RSUs”) outstanding as of March 31,

2025 have service vesting conditions up to March 2027.

Compensation expenses are based on the grant-date fair value of the awards

and recognized over the requisite service period using a straight-line method for stock options and a graded vesting method for

The Company has elected to account for forfeitures of employee stock awards as they occur.

share-based compensation awards issued under the Company’s 2023 Omnibus Incentive Plan to the Company’s employees, officers,

directors, are all equity-classified instruments Restricted stock units (“RSUs”) outstanding as of March 31, 2026 have service

vesting conditions up to March 2027.

Compensation expenses are based on the grant-date fair value of the awards and recognized over the

requisite service period using a straight-line method for stock options and a graded vesting method for RSUs.

The Company has elected

to account for forfeitures of employee stock awards as they occur.

compensation is in the form of restricted stock units (RSUs).

2 unchanged sentences

of option value and assumption

value per share (as of grant date)

term (in years)

Fair value per share (as of grant date)

Exercise price

Expected dividends

Expected term (in years)

Risk free rate

Schedule of RSU vesting activity

vesting schedule for year ended

RSU vesting schedule for year ended

March 31, 2026

Schedule of restricted stock units activity

option activity

unvested units (as of April 01, 2024)

unvested units

compensation expense related to RSUs granted to employees was $ 47,211,816 for the year ended March 31, 2025.

As of March 31, 2025, the

unrecognized compensation expense related to unvested RSUs was approximately $ 260,262 which is expected to be recognized over the remaining

unvested period of RSU’s.

September 18, 2023, prior to the business combination, Roadzen DE granted 9,903,500 Restricted Stock Units (RSUs) under the 2023 Omnibus

Incentive Plan.

These RSUs were initially scheduled to vest on the one-year anniversary of the grant date, specifically on September

However, the Board of Directors of Roadzen DE has subsequently decided to extend the vesting period by an additional year,

revising the vesting date to September 17, 2025.

Consequently, outstanding 9,507,928 RSUs did not vest as originally anticipated on September

on the current market price of the shares, management has assessed that this revised vesting timeline will not result in any additional

RSU compensation expense being recognized in the company’s financial statements.

Stock option activity

March 31, 2026

Opening unvested units (as of April 01, 2024)

Vested but not exercised

Closing unvested units

Stock-based compensation expense related to RSUs granted to employees was $ 497,806 for the period ended March 31,

As of March 31, 2026, the unrecognized compensation expense related to unvested RSUs was approximately $ 139,617 which is expected

to be recognized over the remaining unvested period of these RSU’s.

to the consolidated financial statements

US $, except share count)

September 18, 2023, prior to the Business Combination, Roadzen DE granted 9,903,500 restricted stock units (“RSUs”) under

the 2023 Omnibus Incentive Plan.

These RSUs were initially scheduled to vest on the one-year anniversary of the grant date, September

Subsequently, the Board of Directors of Roadzen (BVI) approved an extension of the vesting period by one additional year to

September 17, 2025.

Thereafter, the vesting period for a majority of the RSUs granted was further extended by an additional year to September

of the reporting date, of the RSUs granted as described above, 9,507,920 RSUs remain outstanding and unvested.

Based on the current market

price of the Company’s Ordinary Shares and the revised vesting timeline, management has determined that the extensions of the vesting

period do not result in the recognition of any incremental stock-based compensation expense in the Company’s financial statements.

Subsequent events

Company has evaluated subsequent events from April 1, 2026 through the date these consolidated financial statements were available to

be issued and identified the following events requiring disclosure:

On May 22, 2026, the Company entered into a third amendment (the “Third Amendment”) addressing the November 2025 Notes and

the January 2026 Notes.

Among other things, the Third Amendment amends the November 2025 Notes to (i) change the dates on which the “Installment

Amounts” otherwise due under the November 2025 Notes on April 21, 2026 and May 21, 2026 are due to July 20, 2026, (ii) add a provision

that would adjust the “Conversion Price” of the November 2025 Note in the event of certain equity financings below the Conversion

Price then in effect, equivalent to the provision in the January 2026 Notes and (iii) remove the provision that required the Company

to use up to 25 % of the net proceeds of “Subsequent Placements” to redeem all or a portion of the November 2025 Notes.

Third Amendment also (i) changes the date on which the “Installment Amount” otherwise due under the January 2026 Notes on

May 20, 2026 is due to July 20, 2026, and (ii) extends the termination date of the Investor’s right to participate in certain financings

by the Company to December 20, 2027.

Also pursuant to the Third Amendment, the Company is required to use commercially reasonable efforts

to obtain the approval, for purposes of Nasdaq Listing Rules, of its shareholders to issue a number of its Ordinary Shares upon conversion

of the November 2025 Notes and the January 2026 Notes in excess of 20 % of the total number of ordinary shares outstanding as of November

On June 26, 2026, but effective March 1, 2026, Roadzen (DE) and Mizuho executed a definitive amendment further extending the

maturity date of the facility to July 7, 2027.

There were no changes to the terms of the Senior Secured Notes.

Approval of Financial Statements

consolidated financial statements have been approved by the Board of Directors at its meeting held on June 28, 2026.

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

2 unchanged sentences

Rohan Malhotra

Chief Executive Officer

Executive Officer

to the requirements of the Securities Exchange Act of 1934, as amended, this Report has been signed below by the following persons on

2 unchanged sentences

Executive Officer and Director

June 26, 2025

Executive Officer)

1 unchanged sentence

Financial Officer

June 26, 2025

Financial and Accounting Officer)

Steven Carlson

June 26, 2025

Saurav Adhikari

June 26, 2025

Supurna VedBrat

June 26, 2025

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 9A. Controls and Procedures