Roadzen Inc. 10-K

Item 9A. 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 reporting 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. 84 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, 2026. 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 companies.” 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, 2026 that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting. Item 9B. Other Information. 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. Also on 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. 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 (c) of Item 408 of Regulation S-K. Item 9C. Disclosure Regarding Foreign Jurisdictions that Prevent Inspections. Not applicable. PART III Item 10. 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. Name Age Position Rohan Malhotra 40 Chief Executive Officer and Director Jean-Noël Gallardo 50 Chief Financial Officer Ankur Kamboj 44 Chief Operating Officer Saurav Adhikari 67 Director Steven Carlson 66 Chairman and Director Supurna VedBrat 49 Director Zoë Ashcroft 60 Director Diane B. Glossman 70 Director Executive Officers Rohan Malhotra, Chief Executive Officer , serves as the Chief Executive Officer and a director of Roadzen. Mr. 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 July 2014. Mr. 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. 85 Jean-Noël 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. Mr. 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). Director Resignation and Reduction in Board Size On March 11, 2026, Ajay Shah resigned from the Board of Directors of the Company. Mr. 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. The 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. The following sets forth information regarding the Company’s directors as of the date of this Annual Report on Form 10-K. Non-Employee Directors Saurav Adhikari serves as an independent director of Roadzen. Mr. 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. Mr. 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. Mr. 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. Mr. 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. Mr. 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. 86 Steven Carlson serves as Chairman and a director of Roadzen. Mr. 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. (NYSE Amex: 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 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. Mr. 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. (“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, 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. Mr. Carlson began his career at Fannie Mae. Mr. 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. 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 businesses. Supurna VedBrat serves as a director of Roadzen. Ms. VedBrat currently provides consulting and advisory services through Amber Consulting and Advisory services. Ms. 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. Ms. 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. Ms. 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. Ms. 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. Ms. 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. Ms. VedBrat has a Computer Science degree from Rutgers University and a Mathematics (Hons) degree from Delhi University, India. 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. 87 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. Ms. 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. Ms. Ashcroft currently serves as a director and chair of Carbon Pesa Limited, a UK fintech company in the renewable energy industry. 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. Ms. 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. Ms. 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. Diane B. Glossman serves as a director of Roadzen. She spent 25 years as a research analyst, retiring as a Managing Director and head of U.S. 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. 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 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 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. 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. Ms. 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. and U.K. on projects relating to strategy, business execution, and investor communications. Ms. 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. 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 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. Board of Directors Meetings During 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. 88 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 six directors. Roadzen has determined that each of Mr. Adhikari, Ms. VedBrat, 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 Overview 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. 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. 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 $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. 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 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. 89 ● 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 Policy. ● 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 committees: 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. During 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 Mses. 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. Audit Committee Ms. 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. Ms. Glossman, Ms. VedBrat and Mr. Adhikari are all independent. Ms. 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 Mr. 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. Mr. Adhikari, Ms. Ashcroft and Ms. VedBrat are all independent. Mr. Adhikari serves as chair of the compensation committee. 90 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. Nominating and Corporate Governance Committee Ms. 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. Ms. Ashcroft, Mr. Adhikari and Ms. VedBrat are all independent. Ms. 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 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; and ● 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. The 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. 91 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, 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. Item 11. Executive Compensation. Introduction 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, 2026 (“Fiscal Year 2026”), including its Chief Executive Officer Rohan Malhotra, Chief Financial Officer Jean-Noël Gallardo and Chief Operating Officer Ankur Kamboj. Messrs. Malhotra and Gallardo are the only Roadzen NEOs serving in Fiscal Year 2026 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. Malhotra. 92 The 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 2026, which was a rate of 1 INR to 0.01056 USD. ● Base Salary. Mr. 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. ● Short-Term Cash Incentives. For Fiscal Year 2026, Roadzen did not pay Mr. Malhotra a discretionary cash bonus. During Fiscal Year 2026, Roadzen did not grant any short-term cash bonuses to Mr. Malhotra pursuant to any non-equity incentive plan. ● Short-Term Equity Incentives. For Fiscal Year 2026, Roadzen did not grant any short-term equity incentive awards to Mr. Malhotra. ● Long-Term Equity Incentives. During Fiscal Year 2026, Roadzen did not grant any long-term equity incentive awards to Mr. Malhotra. The 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. Mr. 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 2026, Roadzen did not pay Mr. Gallardo a discretionary cash bonus. During Fiscal Year 2026, Roadzen did not grant any short-term cash bonuses to Mr. Gallardo pursuant to any non-equity incentive plan. ● Short-Term Equity Incentives. For Fiscal Year 2026, Roadzen did not grant any short-term equity incentive awards to Mr. Gallardo. ● Long-Term Equity Incentives. During Fiscal Year 2026, Roadzen did not grant any long-term equity incentive awards to Mr. Gallardo. The 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 2026, which was a rate of 1 INR to 0.01056 USD. ● Base Salary. Mr. 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). 93 ● Short-Term Cash Incentives. For Fiscal Year 2026, Roadzen did not pay Mr. Kamboj a discretionary cash bonus. During Fiscal Year 2026, Roadzen paid Mr. Kamboj a discretionary cash bonus of INR 1,500,000 (USD 15,847) towards deduction of base salary made during fiscal year 2025. ● Short-Term Equity Incentives. For Fiscal Year 2026, Roadzen did not grant any short-term equity incentive awards to Mr. Kamboj. ● Long-Term Equity Incentives. During Fiscal Year 2026, Roadzen did not grant any long-term equity incentive awards to Mr. Kamboj. Summary Compensation Table The 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, 2026 and the fiscal year ended March 31, 2025. Name and Principal Position Year Salary ($) Bonus ($) Share Awards ($) (2) Total ($) Rohan Malhotra (1) Chief Executive Officer 2026 105,465 — - 105,465 2025 105,163 - - 105,163 Jean-Noël Gallardo Chief Financial Officer 2026 250,000 — - 250,000 2025 250,000 - 430,100 680,100 Ankur Kamboj (1) Chief Operating Officer 2026 63,389 15,847 - 79,236 2025 52,582 — - 52,582 (1) For 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. (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. Each Roadzen (DE) RSU was granted on September 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: Name RSU Grant at Roadzen (DE) Conversion rate to Public Equity RSU Grant at Roadzen (BVI) Rohan Malhotra 206,400 27.212 5,616,550 Jean-Noël Gallardo - - 115,000 Ankur Kamboj 45,936 27.212 1,250,007 Narrative Disclosure to the Summary Compensation Table Employee Benefits Messrs. 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. Malhotra is not party to an employment agreement with Roadzen (or its subsidiaries). Messrs. 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. Pursuant 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). Mr. Kamboj was given a salary increase to INR 6,000,000 (USD 63,389; 1 INR = 0.01056 USD as of March 31, 2026) on September 1, 2023. 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. Pursuant to the agreement, the Company will pay Mr. Gallardo an annualized base salary of USD 250,000. 94 Outstanding Equity Awards at End of Fiscal Year 2026 Mr. Malhotra had 5,616,550 Roadzen (BVI) RSUs as of March 31, 2026, which will vest on September 17, 2026. Mr. Gallardo had 115,000 Roadzen (BVI) RSUs as of March 31, 2026, which vest on November 21, 2026. Mr. Kamboj had 1,250,007 Roadzen (BVI) RSUs as of March 31, 2026, which will vest on September 17, 2026. The 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 Name Number of 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) Equity incentive awards: Market or payout value of unearned shares, units or other rights that have not vested (2) Rohan Malhotra - $ 0 5,616,550 $ 6,739,860 Jean-Noël Gallardo - $ 0 115,000 $ 138,000 Ankur Kamboj - $ 0 1,250,007 $ 1,500,008 (1) Represents RSUs granted on September 18, 2023 for Messrs. Malhotra and Kamboj, and granted on May 24, 2024 for Mr. Gallardo. (2) Based on the price of RDZN at the close of trading on March 31, 2026 of $1.20 per share. Potential Payments Upon Termination or Change in Control Messrs. 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. Mr. 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 $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 $15,000, respectively, in annual compensation for the fiscal year ended March 31, 2026. The following table sets forth information regarding compensation of each director, other than named executive officers, for the fiscal year ended March 31, 2026, to be paid in cash and RSU grants. 95 Name Fees Earned or Paid in Cash ($) Option Awards ($) All Other Compensation ($) Total ($) Saurav Adhikari $ 25,000 $ 50,000 $ 0 $ 75,000 Steven Carlson $ 35,000 $ 75,000 $ 0 $ 110,000 Ajay Shah $ 25,000 $ 50,000 $ 0 $ 75,000 Supurna VedBrat $ 25,000 $ 50,000 $ 0 $ 75,000 Zoë Ashcroft $ 25,000 $ 50,000 $ 0 $ 75,000 Diane B. Glossman $ 30,000 $ 60,000 $ 0 $ 90,000 During 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: Name Option Awards Saurav Adhikari 152,732 Steven Carlson 267,281 Ajay Shah 152,732 Supurna VedBrat 152,732 Zoë Ashcroft 152,732 Diane B. Glossman 190,915 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 employees. 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. 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. 96 Item 12. Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters. Securities Authorized for Issuance Under Equity Compensation Plans 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, 2026. 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 (a) (b) (c) Equity compensation plans approved by security holders (1) 9,765,119 (2) $ 0 18,188,825 (3) Equity compensation plans not approved by security holders - - - Total 9,765,119 $ - 18,188,825 (1) The amounts shown in this row include the Incentive Plan and the 2023 Employee Stock Purchase Plan. (2) Consists of 10,102,843 RSUs granted, less 337,724 RSUs that are vested but not exercised. (3) Includes 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. Securities Beneficial Ownership Table The following table sets forth beneficial ownership of our Ordinary Shares as of June 26, 2026 by: ● each person who is the beneficial owner of more than 5% of the issued and outstanding Ordinary Shares; and ● 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 26, 2026. Our beneficial ownership is based on 84,562,603 Ordinary Shares issued and outstanding as of June 26, 2026. 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. 97 The 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 Number of Ordinary Shares % of Total Voting Power Directors and Named Executive Officers of Roadzen (1) Rohan Malhotra (2) 18,472,709 21.8 % Jean-Noël Gallardo (3) 0 * Ankur Kamboj (4) 0 * Saurav Adhikari (5) 856,849 1.0 % Steven Carlson (6) 1,659,281 2.0 % Supurna VedBrat (7) 359,994 * Zoë Ashcroft (8) 176,771 * Diane B. Glossman (9) 244,762 * All directors and executive officers as a group (8 individuals) 25.7 % Five or more Percent Holders Avacara PTE, Ltd. (10) 17,577,213 20.8 % 13books Capital LP (11) 8,095,191 9.6 % Naveen Arya 5,442,379 6.4 % * 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 94010. (2) Based 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 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 17,577,213 shares owned by Avacara PTE. Ltd. 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. 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. (3) Does 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 on November 21, 2026. (4) Based on a Form 4 filed on September 22, 2023. Does not include 1,250,007 Ordinary Shares underlying the RSUs issued to Mr. Kamboj under the Plan. Each RSU representing a contingent right to receive one Ordinary Share. Each RSU fully vests on September 17, 2026. (5) Consists 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. (6) Includes (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. Mr. 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. Mr. 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. 98 (7) Consists 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 to Ms. VedBrat on October 1, 2025, which vest on October 1, 2026. (8) Includes (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. (9) Includes (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. (10) Based on a Form 4 filed on December 31, 2024 by Avacara Pte. Ltd (“Avacara”) and information from Mr. Malhotra. Avacara owns 17,577,213 shares owned by Avacara PTE. Ltd. 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. 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. Malhotra. (11) 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 5RJ. Item 13. 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, 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. On July 24, 2025, the Company entered into a subscription agreement (the “Exchange Agreement”) with related party Avacara PTE Ltd. (“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. The 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. 99 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. 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. Roadzen adopted a written related party transactions policy that provides that such transactions must be approved by our audit committee. Pursuant 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. 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. Item 14. 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: Fee Category For the year ended March 31, 2026 For the year ended March 31, 2025 (in thousands) Audit Fees (1) $ 190.0 205.0 Audit-Related Fees (2) 7.5 15.0 Tax Fees (3) - - All Other Fees (4) - - Total 197.5 220.0 (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. (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). 100 PART IV Item 15. 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 Report of Independent Registered Public Accounting Firm (PCAOB ID Number: 3083) F-2 Financial Statements (Audited): Consolidated Balance Sheet as of March 31, 2026 and March 31, 2025 F-3 Consolidated Statements of Operations for the year ended March 31, 2026 and 2025 F-4 Consolidated Statements of Cash Flows for the year ended March 31, 2026 and 2025 F-5 Consolidated Statements of Comprehensive Loss F-6 Consolidated Statements of Changes in Shareholders’ Equity / (Deficit) F-7 Notes to the Consolidated Financial Statements F-8 (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. Exhibit Index Exhibit Incorporated by Reference Number Description Form File Number Exhibit Filing Date 3.1 Amended and Restated Memorandum and Articles of Association of Roadzen Inc. 8-K 001-40194 3.1 9/26/2023 4.1 Form of Specimen Ordinary Shares Certificate of Roadzen Inc. 8-K 001-40194 4.1 9/26/2023 4.2 Form of Warrant Certificate of Roadzen Inc. 8-K 001-40194 4.2 9/26/2023 4.3 Warrant Agreement, dated November 22, 2021 8-K 001-40194 4.1 11/29/2021 4.4 Form of convertible debenture 8-K 001-40194 4.1 1/24/2024 4.5 Form of Senior Secured Notes (incorporated by reference to Exhibit 4.1 of Roadzen’s Current Report on Form 8-K (File No. 001-41094), filed with the Securities and Exchange Commission on April 4, 2024). 8-K 001-40194 4.1 4/4/2024 4.6 Amended and Restated Warrant 8-K 001-40194 4.1 3/5/2025 101 4.7 Form of Placement Agent Warrant 8-K 001-41094 4.1 1/6/2025 4.8 Form of Pre-Funded Warrant 8-K 001-41094 4.1 12/17/2024 4.9 Form of Representative Warrant 8-K 001-41094 4.2 12/17/2024 4.10 Amended and Restated Senior Secured Note, dated July 26, 2024 8-K 001-41094 4.1 7/30/2024 4.11 Form of Warrants. 8-K 001-41094 4.1 4/26/2024 10.1 Security Purchase Agreement, dated March 31, 2025 8-K 001-40194 10.1 4/1/2025 10.2 Form of Junior Convertible Note 8-K 001-40194 10.2 4/1/2025 10.3 † Forward Purchase Agreement, dated August 25, 2023 8-K 001-40194 10.1 8/25/2023 10.4 † Subscription Agreement, dated August 25, 2023 8-K 001-40194 10.2 8/25/2023 10.5 † Registration Rights Agreement, dated as of November 22, 2021, by and among Vahanna Tech Edge Acquisition I Corp., Vahanna LLC and Mizuho Securities USA LLC 8-K 001-40194 10.3 11/29/2021 10.6 † Form of Lock-up Agreement Amendment No.4 to Form S-4 333-269747 10.8 8/14/2023 10.7 Note Purchase Agreement, dated June 30, 2023, by and among Roadzen, Inc., Mizuho Securities USA LLC and other parties named thereto S-4 333-269747 10.11 7/30/2023 10.8 Form of Indemnification Agreement. 8-K 001-40194 10.7 9/26/2023 10.9 † Roadzen Inc. 2023 Omnibus Incentive Plan. (incorporated by reference to Exhibit 10.8 of Roadzen Inc.’s Current Report on Form 8-K (File No. 001-40194), filed with the Securities and Exchange Commission on September 26, 2023) 8-K 001-40194 10.8 9/26/2023 10.10 † Roadzen Inc. 2023 Employee Stock Purchase Plan. (incorporated by reference to Exhibit 10.9 of Roadzen Inc.’s Current Report on Form 8-K (File No. 001-40194), filed with the Securities and Exchange Commission on September 26, 2023) 8-K 001-40194 10.9 9/26/2023 102 10.11 Termination of Engagement Letters, dated September 20, 2023, by and between Vahanna Tech Edge Acquisition I Corp. and Mizuho Securities USA LLC 8-K 001-41094 10.11 9/26/2023 10.12 Forward Purchase Agreement Confirmation Amendment dated as of January 30, 2024 8-K 001-41094 10.1 2/5/2024 10.13 Securities Purchase Agreement, dated as of December 15, 2023, between Roadzen Inc. and the investors party thereto from time to time 8-K 001-41094 10.1 1/24/2024 10.14 Letter agreement, dated as of January 19, 2024, between Roadzen Inc. and Supurna VedBrat. 8-K 001-41094 10.2 1/24/2024 10.15 Employment Agreement dated January 4, 2024 between Roadzen Inc. and Jean-Noël Gallardo (incorporated by reference to Exhibit 10.1 of Roadzen Inc.’s Current Report on Form 8-K (File No. 001-41094), filed with the Securities and Exchange Commission on January 8, 2024). 8-K 001-41094 10.1 1/8/2024 10.16 Securities Purchase Agreement, dated as of March 28, 2024 (incorporated by reference to Exhibit 10.1 of Roadzen Inc.’s Current Report on Form 8-K (File No. 001-41094), filed with the Securities and Exchange Commission on April 4, 2024). 8-K 001-41094 10.1 4/4/2024 10.17 Amendment No. 2 to Senior Secured Note Purchase Agreement, dated as of February 28, 2025. 8-K 001-41094 10.1 3/5/2025 10.18 Placement Agency Agreement, dated January 2, 2025 8-K 001-41094 10.1 1/6/2025 10.19 Form of Subscription Agreement, dated as of December 27, 2024 8-K 001-41094 10.1 1/2/2025 10.20 Form of Lock-Up Agreement, dated as of December 27, 2024 8-K 001-41094 10.2 1/2/2025 10.21 Underwriting Agreement dated December 15, 2024 between Roadzen Inc. and ThinkEquity LLC. 8-K 001-41094 1.1 12/17/2024 10.22 Form of Amendment No. 1 to Restricted Stock Unit Award Grant Notice and Restricted Stock Unit Award Agreement 8-K 001-41094 10.1 11/8/2024 10.23 Form of Lock-Up Amendment 8-K 001-41094 10.1 9/27/2024 10.24 Form of Binding Term Sheets dated as of July 18, 2024 8-K 001-41094 10.1 7/22/2024 103 10.25 Form of Registration Rights Agreement 8-K 001-41094 10.2 7/30/2025 10.26† Form of Amendment to Restricted Stock Unit Award Grant Notice and Restricted Stock Unit Award Agreement 8-K 001-41094 10.3 7/30/2025 10.27 Form of Placement Agency Agreement, dated July 27, 2025 8-K 001-41094 10.1 7/31/2025 10.28 Form of Securities Purchase Agreement, dated July 27, 2025 8-K 001-41094 10.2 7/31/2025 10.29 Securities Purchase Agreement, dated November 20, 2025 8-K 001-41094 10.1 11/20/2025 10.30 Form of Junior Convertible Note 8-K 001-41094 10.2 11/20/2025 10.31 Placement Agency Agreement, dated November 20, 2025 8-K 001-41094 10.3 11/20/2025 10.32 Securities Purchase Agreement, dated January 19, 2026 8-K 001-41094 10.1 1/20/2026 10.33 Junior Convertible Note, dated January 20, 2026 8-K 001-41094 10.2 1/20/2026 10.34 Amendment to Securities Purchase Agreement and Junior Convertible Note, dated January 20, 2026 8-K 001-41094 10.3 1/20/2026 10.35 Second Amendment to Securities Purchase Agreement and Junior Convertible Note, dated February 25, 2026 8-K 001-41094 10.1 2/26/2026 10.36* Amendment No. 4 to Senior Secured Note Purchase Agreement, dated as of February 28, 2025. 10.37* Fee Letter, dated June 26, 2026, between Roadzen Inc. and Mizuho Securities USA LLC. 14.1 Code of Business Conduct 8-K 001-41094 14.1 9/26/2023 19.1 Insider Trading Policy 10-K 001-41094 19.1 6/26/2025 21.1 List of Subsidiaries. 8-K 001-41094 21.1 9/26/2023 23.1* Consent of ASA & Associates LLP 31.1* Certification of Principal Executive Officer Pursuant to Rules 13a-14(a) and 15d-14(a) under the Securities Exchange Act of 1934, as Adopted Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002. 31.2* Certification of Principal Financial Officer Pursuant to Rules 13a-14(a) and 15d-14(a) under the Securities Exchange Act of 1934, as Adopted Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002. 32.1** Certification of Principal Executive Officer and Principal Financial Officer Pursuant to 18 U.S.C. Section 1350, as Adopted Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002. 97.1 Clawback Policy 10-K 001-41094 97.1 7/1/2024 101.INS* Inline XBRL Instance Document–the instance document does not appear in the Interactive Data File as its XBRL tags are embedded within the Inline XBRL document 101.SCH* Inline XBRL Taxonomy Extension Schema With Embedded Linkbase Documents 104* Cover Page Interactive Data File (embedded within the Inline XBRL document). * Filed herewith. ** Furnished herewith. † Management contract or compensatory plan or arrangement. Item 16. Form 10-K Summary None. 104 Index to Financial Statement Report of Independent Registered Public Accounting Firm (PCAOB ID Number: 3083 ) F-2 Financial Statements (Audited): Consolidated Balance Sheet as of March 31, 2026 and March 31, 2025 F-3 Consolidated Statements of Operations for the year ended March 31, 2026 and 2025 F-4 Consolidated Statements of Cash Flows for the year ended March 31, 2026 and 2025 F-5 Consolidated Statements of Comprehensive Loss F-6 Consolidated Statements of Changes in Shareholders’ Equity / (Deficit) F-7 Notes to the Consolidated Financial Statements F-8 F- 1 Report of Independent Registered Public Accounting Firm To the shareholders and the board of directors of Roadzen Inc. Opinion on the Consolidated Financial Statements We have audited the accompanying consolidated balance sheets of Roadzen Inc . and its subsidiaries (collectively known as the “Company”) 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, 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. Going Concern The accompanying consolidated financial statements have been prepared assuming that the Company will continue as a going concern. As more fully described in Note 2(b) of the consolidated financial statements, the Company has experienced operating losses in current and preceding periods. 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 2(b). The consolidated financial statements do not include any adjustments that might result from the outcome of this uncertainty. Basis for Opinion These consolidated financial statements are the responsibility of the Company’s management. Our responsibility is to express an opinion on the Company’s consolidated financial statements based on our audit. We are a public accounting firm registered with the Public Company Accounting and Oversight Board (United States) (“PCAOB”) and are required to be independent with respect to the Company in accordance with the U.S federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB. We conducted our audit of these consolidated financial statements in accordance with the standards of the PCAOB. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the consolidated financial statements are free from material misstatements whether due to error or fraud. The Company is not required to have, nor were we engaged to perform, an audit of its internal control over financial reporting. As part of our audit we are required to obtain an understanding of internal control over financial reporting but not for the purpose of expressing an opinion on the effectiveness of the Company’s internal control over financial reporting. Accordingly, we express no such opinion. Our audit included performing procedures to assess the risks of material misstatements of the consolidated financial statements, whether due to error or fraud, and performing procedures that respond to those risks. Such procedures included examining on a test basis, evidence regarding the amounts and disclosures in the consolidated financial statements. Our audit also included evaluating the accounting principles used and significant estimates made by management, as well as evaluating the overall presentation of the consolidated financial statements. We believe that our audit provides a reasonable basis for our opinion. ASA & Associates LLP We have served as Company’s auditor since 2022. Delhi, India June 28, 2026 F- 2 Roadzen Inc. Consolidated Balance Sheets (in US $, except share count) Particulars As of March 31, 2026 As of March 31, 2025 Assets Current assets: Cash and cash equivalents 6,578,594 4,836,576 Accounts receivable, net 7,500,439 2,625,385 Inventories 116,555 202,535 Prepayments and other current assets 17,833,119 19,092,595 Investments 229,994 197,805 Total current assets 32,258,701 26,954,896 Non current assets Restricted cash 222,026 217,064 Non marketable securities — 269,470 Property and equipment, net 536,997 602,923 Goodwill 7,616,973 2,061,553 Operating lease right-of-use assets 1,374,147 1,109,219 Intangible assets, net 9,651,915 1,243,253 Other long-term assets 997,802 120,972 Total Non current assets 20,399,860 5,624,454 Total assets 52,658,561 32,579,350 Liabilities and shareholders’ Equity/(Deficit) Current liabilities Current portion of long-term borrowings 9,829,713 2,904,444 Short-term borrowings 7,843,267 19,865,645 Accounts payable and accrued expenses 30,245,947 30,254,010 Derivative warrant liabilities 1,987,003 1,489,818 Short-term operating lease liabilities 325,255 318,921 Other current liabilities 8,072,789 2,102,466 Total current liabilities 58,303,974 56,935,304 Non current liabilities Long-term borrowings 15,612,108 139,775 Long-term operating lease liabilities 699,817 628,400 Other long-term liabilities 4,561,246 566,651 Total Non current liabilities 20,873,171 1,334,826 Total liabilities 79,177,145 58,270,130 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, 2026 and March 31, 2025; 79,695,672 and 74,290,986 shares outstanding as of March 31, 2026 and March 31, 2025 respectively 112,128,293 95,501,291 Accumulated deficit ( 246,224,660 ) ( 223,826,442 ) Accumulated other comprehensive income/(loss) ( 1,299,868 ) ( 468,859 ) Other components of equity 105,747,998 103,720,113 Total shareholders’ deficit ( 29,648,237 ) ( 25,073,897 ) Non-controlling interest 3,129,653 ( 616,883 ) Total deficit ( 26,518,584 ) ( 25,690,780 ) Total liabilities and Total Deficit 52,658,561 32,579,350 The accompanying notes are an integral part of these consolidated financial statements. F- 3 Roadzen Inc. Consolidated Statements of Operations (in US $, except share count) For the Year ended March 31, Particulars 2026 2025 Revenue 55,021,792 44,296,098 Costs and expenses: Cost of services 21,277,579 18,833,218 Research and development 408,355 3,779,955 Sales and marketing 29,111,662 28,873,150 General and administrative 15,976,982 51,602,107 Depreciation and amortization 2,244,268 2,020,610 Total costs and expenses 69,018,846 105,109,040 Loss from operations ( 13,997,054 ) ( 60,812,942 ) Interest expense (net) ( 7,249,803 ) ( 3,247,831 ) Gain on bargain purchase 174,248 - Fair value gains/(losses) in financial instruments carried at fair value ( 3,984,386 ) ( 14,844,420 ) Impairment of investment ( 269,470 ) ( 1,245,326 ) Other income (net) 2,329,515 7,073,235 Total other income/(expense) ( 8,999,896 ) ( 12,264,342 ) (Loss)/Income before income tax expense ( 22,996,950 ) ( 73,077,284 ) Less: income tax (benefit)/expense 20,212 ( 13,973 ) Net (loss)/income before non-controlling interest ( 23,017,162 ) ( 73,063,311 ) Net loss attributable to non-controlling interest, net of tax ( 500,940 ) ( 192,879 ) Net Loss attributable to Ordinary shareholders ( 22,516,222 ) ( 72,870,432 ) Net loss per share attributable to Ordinary shareholders Basic and diluted ( 0.29 ) ( 1.04 ) Weighted-average number of shares used in computing net loss per share 77,454,509 69,867,792 The accompanying notes are an integral part of these consolidated financial statements. F- 4 Roadzen Inc. Consolidated Statements of Cash Flows (in US $, except share count) For the Year ended March 31, Particulars 2026 2025 Cash flows from operating activities Net loss attributable to Ordinary shareholders ( 22,516,222 ) ( 72,870,432 ) Adjustments to reconcile net loss to net cash used in operating activities: Depreciation and amortization 2,244,268 2,020,610 Stock based compensation 497,806 47,211,816 Deferred income taxes ( 14,303 ) ( 193,261 ) Unrealized foreign exchange loss/(profit) ( 831,009 ) 132,121 Gain over liability settled/expense through issuance of equity shares ( 64,875 ) - Fair value losses/(profits) in financial instruments carried at fair value 3,984,386 14,844,420 Impairment of investment 269,470 1,245,326 Expected credit loss (net of reversal) 2,654,182 246,115 Assets written off 82,032 - Balances written off/(back) ( 1,545,749 ) ( 8,143,051 ) Gain on extinguishment of intercompany financial assets and liabilities ( 482,689 ) - Net loss attributable to non-controlling interest, net of tax ( 500,940 ) ( 192,879 ) Changes in assets and liabilities, net of assets acquired and liabilities assumed from acquisitions: Inventories 85,980 ( 131,868 ) Accounts receivables, net ( 4,776,282 ) 780,880 Prepayments and other assets ( 3,159,457 ) ( 4,822,952 ) Accounts payable and accrued expenses 225,169 2,833,077 Other liabilities 3,576,831 ( 1,102,120 ) Net cash used in operating activities ( 20,271,401 ) ( 18,142,198 ) Cash flows from investing activities Purchase of property and equipment and intangible assets ( 1,009,660 ) ( 424,910 ) Proceeds from sale of mutual fund 112,847 309,289 Net cash used in investing activities ( 896,813 ) ( 115,621 ) Cash flows from financing activities Proceeds from issue of Ordinary Shares 6,519,429 7,073,913 Proceeds from issue of equity shares of subsidiary 6,645,789 - Net proceeds/(payments) from borrowings 8,279,523 3,669,290 Proceeds from forward purchase agreement — 1,000,000 Net cash generated from financing activities 21,444,741 11,743,203 Effect of exchange rate changes on cash and cash equivalents — 3,168 Net (decrease)/increase in cash and cash equivalents (including restricted cash) 276,527 ( 6,511,448 ) Cash acquired in business combination 1,470,453 — Cash and cash equivalents at the beginning of the period (including restricted cash) 5,053,640 11,565,088 Cash and cash equivalents at the end of the period (including restricted cash) 6,800,620 5,053,640 Reconciliation of cash and cash equivalents Cash and cash equivalents 6,578,594 4,836,576 Restricted cash 222,026 217,064 Total cash and cash equivalents 6,800,620 5,053,640 Supplemental disclosure of cash flow information Cash paid for interest, net of amounts capitalized 2,742,101 1,318,139 Non-cash investing and financing activities Consideration payable in connection with acquisitions 6,407,380 8,376,253 Interest accrued on borrowings 3,659,399 2,123,633 The accompanying notes are an integral part of these consolidated financial statements. F- 5 Roadzen Inc. Consolidated Statements of Comprehensive Loss (in US $, except share count) For the Year ended March 31, 2026 2025 Net (loss)/income ( 22,516,222 ) ( 72,870,432 ) Changes in foreign currency translation reserve ( 965,102 ) 133,747 Less: changes in foreign currency translation reserve attributable to non-controlling interest ( 134,093 ) 2,105 Other comprehensive income (loss) attributable to Roadzen Inc. ordinary shareholders ( 831,009 ) 131,642 Total comprehensive loss attributable to Roadzen Inc. ordinary shareholders ( 23,347,231 ) ( 72,738,790 ) The accompanying notes are an integral part of these consolidated financial statements. F- 6 Roadzen Inc. Consolidated Statement of Shareholders’ Equity/(Deficit) (in US $, except share count) (ii) Ordinary shares and APIC Accumulated Shares to Debenture Redemption Stock-based compensation Total shareholders’ Particulars Shares Amount deficit be issued (ii) Reserve Reserve AOCI deficit Balance as of April 1, 2024 68,440,829 84,974,378 ( 151,008,419 ) — 257,571 56,303,135 ( 600,501 ) ( 10,073,836 ) Issuance of ordinary shares during the period through conversion of payables 892,857 2,500,000 — — — — — 2,500,000 Issuance of ordinary shares during the period through conversion of loan 335,000 938,000 — — — — — 938,000 Net loss attributable to ordinary shareholders — — ( 72,870,432 ) — — — — ( 72,870,432 ) Other comprehensive income — — — — — — 131,642 131,642 Movement attributable to stock-based compensation reserve — — — — — 47,211,816 — 47,211,816 Impact of issuance/repayment of debenture — — 52,409 — ( 52,409 ) — — — Issuance of ordinary shares 4,622,300 7,088,913 — — — — — 7,088,913 Balance as of March 31, 2025 74,290,986 95,501,291 ( 223,826,442 ) — 205,162 103,514,951 ( 468,859 ) ( 25,073,897 ) Issuance of ordinary shares during the period through PIPE 5,206,590 6,519,429 — — — — — 6,519,429 Transactions with non-controlling interest holders ( i) — 9,512,858 — — — — — 9,512,858 Net loss attributable to ordinary shareholders — — ( 22,516,222 ) — — — — ( 22,516,222 ) Ordinary shares issuable for stock compensation and settlement arrangements 198,096 594,715 — 2,022,083 — ( 374,000 ) — 2,242,798 Reclassification on redemption of debenture — — 118,004 — ( 118,004 ) — — — Other comprehensive loss — — — — — — ( 831,009 ) ( 831,009 ) Other comprehensive income (loss) — — — — — — ( 831,009 ) ( 831,009 ) Movement attributable to stock-based compensation reserve — — — — — 497,806 — 497,806 Balance as of March 31, 2026 79,695,672 112,128,293 ( 246,224,660 ) 2,022,083 87,158 103,638,757 ( 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. The accompanying notes are an integral part of these consolidated financial statements. F- 7 Roadzen Inc. Notes to the consolidated financial statements (in US $, except share count) 1. Reorganization and description of business Roadzen Inc., a British Virgin Islands business company (the “Parent Company”, formerly known as Vahanna Tech Edge Acquisition I Corp; 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. On September 20, 2023 (the “Closing Date”), Vahanna, Roadzen, Inc., a Delaware corporation (“Roadzen (DE)”), and Vahanna Merger Sub Corp., a Delaware corporation and a direct, wholly owned subsidiary of Vahanna (“Merger Sub”), consummated the Business Combination (as defined below) pursuant to the Agreement and Plan of Merger, dated February 10, 2023, by and among Vahanna, Roadzen (DE) and Merger Sub, as amended by the First Amendment to the Agreement and Plan of Merger, dated June 29, 2023 (as so amended, the “Merger Agreement”). Pursuant to the terms of the Merger Agreement, Merger Sub merged with and into Roadzen (DE), with Roadzen (DE) surviving the merger as a wholly owned subsidiary of Vahanna (the “Merger,” and together with the other transactions contemplated by the Merger Agreement and the other agreements contemplated thereby, the “Business Combination”). The consolidated financial statements include the accounts of Roadzen Inc. and its subsidiaries (collectively, “Roadzen” or the “Company”). 2. Summary of significant accounting policies a) Basis of presentation and consolidation The 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 “SEC”) and reflect our accounts and operations and those of our subsidiaries in which we have a controlling financial interest. 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. All 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. b) Liquidity and going concern The accompanying consolidated financial statements have been prepared assuming the Company will continue as a going concern. The 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. F- 8 Roadzen Inc. Notes to the consolidated financial statements (in US $, except share count) The 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. 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. The 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. c) Use of estimates The 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 experience, where applicable, and other assumptions which management believes are reasonable under the circumstances. On an ongoing basis, the Company evaluates its estimates and underlying assumptions, including those related to the allowance for accounts receivables, fair values of financial instruments, measurement of defined benefit obligations, impairment of non-financial assets, useful lives of property, plant and equipment and intangible assets, income taxes, certain deferred tax assets and tax liabilities, and other contingent liabilities. Although these estimates are inherently subject to judgment and actual results could differ from those estimates, management believes that the estimates used in the preparation of the consolidated financial statements are reasonable. Estimates and underlying assumptions are reviewed on an ongoing basis. Revisions to accounting estimates are recognized in the period in which the estimates are revised and in any future periods affected. d) Contract asset and liabilities A contract asset (unbilled revenue) is the right to receive consideration in exchange for goods or services transferred to the customer. 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. Contract liabilities consist of amounts paid by the Company’s customers for which the associated performance obligations have not been satisfied and revenue has not been recognized based on the Company’s revenue recognition criteria described above. Contract liabilities are classified as current in the consolidated balance sheet when the revenue recognition associated with the related customer payments and invoicing is expected to occur within one year of the balance sheet date and as long-term when the revenue recognition associated with the related customer payments and invoicing is expected to occur in more than one year from the balance sheet date. F- 9 Roadzen Inc. Notes to the consolidated financial statements (in US $, except share count) e) Cash and cash equivalents Cash and cash equivalents primarily represent cash balances in current bank accounts. The Company considers all short-term deposits with an original maturity of three months or less, when purchased, to be cash equivalents. f) Restricted cash and cash equivalents Restricted cash and cash equivalents are pledged as security for contractual arrangements. Restricted cash and cash equivalents are classified as current and noncurrent assets based on the term of the remaining restriction. g) Concentration of credit risk Financial instruments that potentially subject the Company to concentration of credit risk are reflected principally in cash and cash equivalents, investment in equity securities and accounts receivable. The Company places its cash and cash equivalents and funds with banks that have high credit ratings, limits the amount of credit exposure with any one bank and conducts ongoing evaluations of the creditworthiness of the corporations and banks with which it does business. The Company holds cash and cash equivalent concentrations in financial institutions around the world in excess of federally insured limits. The Company has not experienced any losses to date related to these concentrations. h) Accounts receivable, net Accounts 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. The 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. Receivables are written off when they are deemed uncollectible, with the corresponding amount charged against the allowance for credit losses. Recoveries 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). Management 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. i) Property and equipment Property and equipment represents the costs of furniture and fixtures, office and computer equipment, and leasehold improvements. Property and equipment cost also includes any costs necessarily incurred to bring assets to the condition and location necessary for its intended use. Property and equipment are stated at cost, less accumulated depreciation and impairment losses. Depreciation is calculated using declining balance method over the assets’ estimated useful lives as follows: Schedule of depreciation over the assets estimated useful lives Assets Useful lives Office and electrical equipment 3 - 5 years Computers 3 years Furniture and fixtures 10 years Motor Vehicle and other equipment 3 - 10 years F- 10 Roadzen Inc. Notes to the consolidated financial statements (in US $, except share count) Leasehold improvements related to office facilities are depreciated over the shorter of the lease term or the estimated useful life of the improvement. The Company reviews the remaining estimated useful lives of its property and equipment on an ongoing basis. Management is required to use judgment in determining the estimated useful lives of such assets. Changes in circumstances such as technological advances, changes to the Company’s business model, changes in the Company’s business strategy, or changes in the planned use of property and equipment could result in the actual useful lives differing from the Company’s current estimates. In cases where the Company determines that the estimated useful life of property and equipment should be shortened or extended, the Company would apply the new estimated useful life prospectively. The Company reviews property and equipment for impairment when events or circumstances indicate the carrying amount may not be recoverable. Costs of maintenance and repairs that do not improve or extend the lives of the respective assets are expensed as incurred. Upon retirement or sale, the cost and related accumulated depreciation are removed from the balance sheet and the resulting gain or loss is reflected in operating expenses. j) Intangible assets, net The Company capitalizes costs incurred on its internal-use software during the application development stage as intangibles under development. Costs related to preliminary project activities and post implementation activities are expensed as incurred. Once the developed software is available for intended use, capitalization ceases, and the Company estimates the useful life of the asset and begins amortization. Internal-use software is amortized on a straight-line basis over its estimated useful life, which is generally three years and up to 5 five. The Company evaluates the useful lives of these assets on an annual basis and tests for impairment whenever events or changes in circumstances occur that could impact the recoverability of these assets. k) Leases The Company accounts for leases in accordance with Accounting Standards Codification (“ASC”) 842, “Leases” (“ASC 842”). The Company elected the “package of practical expedients,” which permits us not to reassess under ASC 842 our prior conclusions about lease identification, lease classification and initial direct costs. The Company made a policy election not to separate non-lease components from lease components, therefore, the Company accounts for lease and non-lease components as a single lease component. The Company also elected the short-term lease recognition exemption for all leases that qualify. The Company determines if a contract contains a lease at inception of the arrangement based on whether the Company has the right to obtain substantially all of the economic benefits from the use of an identified asset and whether it has the right to direct the use of an identified asset in exchange for consideration, which relates to an asset which the Company does not own. Right of use (“ROU”) assets represent the Company’s right to use an underlying asset for the lease term and lease liabilities represent its obligation to make lease payments arising from the lease. ROU assets are recognized as the lease liability, adjusted for lease incentives received. Lease liabilities are recognized at the present value of the future lease payments at the lease commencement date. The interest rate used to determine the present value of the future lease payments is the Company’s incremental borrowing rate (“IBR”), because the interest rate implicit in most of its leases is not readily determinable. The IBR is a hypothetical rate based on our understanding of what the Company’s credit rating would be to borrow and resulting interest it would pay to borrow an amount equal to the lease payments in a similar economic environment over the lease term on a collateralized basis. Lease payments may be fixed or variable; however, only fixed payments or in-substance fixed payments are included in the Company’s lease liability calculation. Variable lease payments may include costs such as common area maintenance, utilities, real estate taxes or other costs. Variable lease payments are recognized in operating expenses in the period in which the obligation for those payments are incurred. F- 11 Roadzen Inc. Notes to the consolidated financial statements (in US $, except share count) Operating leases are included in operating lease ROU assets, short-term operating lease liabilities, current and long-term operating lease liabilities, non-current on the Company’s consolidated balance sheets. Finance leases are included in property and equipment, net, accrued and other current liabilities, and other long-term liabilities on the Company’s consolidated balance sheets. For operating leases, lease expense is recognized on a straight-line basis in operations over the lease term. For finance leases, lease expense is recognized as depreciation and interest; depreciation on a straight-line basis over the lease term and interest using the effective interest method. l) Fair value measurements and financial instruments The Company holds financial instruments that are measured and disclosed at fair value. Fair value is determined in accordance with a fair value hierarchy that prioritizes the inputs and assumptions used, and the valuation techniques used to measure fair value. The three 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. The Company’s assessment of the significance of a particular input to the fair value measurement requires judgment and may affect the valuation of fair value assets and liabilities and their placement within the fair value hierarchy levels. The Company establishes the fair value of its assets and liabilities using the price that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants at the measurement date and established a fair value hierarchy based on the inputs used to measure fair value. The recorded amounts of certain financial instruments, including cash and cash equivalents, restricted cash and cash equivalents, accounts receivable, accounts payable, and accrued expenses and other liabilities approximate fair value due to their relatively short maturities. m) Business combination and asset acquisition The 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 ASC Topic 805 “Business Combinations.” Such acquisitions are accounted using the acquisition method i.e., by recognizing the identifiable tangible and intangible assets acquired and liabilities assumed, and any non-controlling interest in the acquired business, measured at their acquisition date fair values. Where the set of assets acquired and liabilities assumed do not constitute a business, it is accounted for as an asset acquisition where the individual assets and liabilities are recorded at their respective relative fair values corresponding to the consideration transferred. Where 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. The 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. n) Goodwill Goodwill represents the excess of the purchase price over the fair value of net assets acquired in business acquisitions accounted for using the acquisition method of accounting and is not amortized. Goodwill is measured and tested for impairment on an annual basis in accordance with ASC 350, Intangibles - Goodwill and Other, or more frequently if an event occurs or circumstances change that would more likely than not reduce the fair value of a reporting unit below its carrying amount. Such events and changes may include: significant changes in performance related to expected operating results, significant changes in asset use, significant negative industry or economic trends, and changes in our business strategy. F- 12 Roadzen Inc. Notes to the consolidated financial statements (in US $, except share count) The Company’s test for goodwill impairment starts with a qualitative assessment to determine whether it is necessary to perform the quantitative goodwill impairment test. If qualitative factors indicate that the fair value of the reporting unit is more likely than not less than its carrying amount, then a quantitative goodwill impairment test is performed. For the purposes of impairment testing, the Company determined that it has five reporting units. o) Foreign currency The Company’s consolidated financial statements are reported in U.S. Dollars (“USD”), the Parent Company’s functional currency. 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”), 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 period. The gains or losses resulting from such translation are reported as currency translation adjustments (“CTA”) under other comprehensive income/loss, or under accumulated other comprehensive income/loss as a separate component of equity. Monetary assets and liabilities of the Company and its subsidiaries that are denominated in currencies other than the subsidiary’s functional currency are translated into their respective functional currency at the rates of exchange prevailing on the balance sheet date. Transactions of the Company and its subsidiaries that are denominated in currencies other than the subsidiary’s functional currency are translated into the respective functional currencies at the average exchange rate prevailing during the period of the transaction. The gains or losses resulting from foreign currency transactions are included in the consolidated statements of operations. p) Employee benefit plans Contributions to defined contribution plans are charged to consolidated statements of operations in the period in which services are rendered by the covered employees. Current service costs for defined benefit plans are accrued in the period to which they relate. The liability from defined benefit plans is calculated annually by the Company using the projected unit credit method. Prior service cost, if any, resulting from an amendment to a plan is recognized and amortized over the remaining period of service of the covered employees. The Company records annual amounts relating to its defined benefit plans based on calculations that incorporate various actuarial and other assumptions, including discount rates, mortality, future compensation increases and attrition rates. The Company reviews its assumptions on an annual basis and makes modifications to the assumptions based on current rates and trends when it is appropriate to do so. The effect of modifications to those assumptions is recorded in its entirety immediately. The Company believes that the assumptions utilized in recording its obligations under its plans are reasonable based on its experience and market conditions. q) Inventories 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. r) Income taxes The Company accounts for income taxes using the asset and liability method, which requires the recognition of deferred tax assets and liabilities for the expected future tax consequences of events that have been recognized in the Company’s consolidated financial statements. In estimating future tax consequences, generally all expected future events other than enactments or changes in the tax law or rates are considered. F- 13 Roadzen Inc. Notes to the consolidated financial statements (in US $, except share count) The Company accounts for uncertainty in tax positions recognized in the consolidated financial statements by recognizing a tax benefit from an uncertain tax position when it is more likely than not that the position will be sustained upon examination, including resolutions of any related appeals or litigation processes, based on the technical merits. Income tax positions must meet a more-likely-than-not recognition threshold at the effective date to be recognized. Deferred tax assets and liabilities are recognized for future tax consequences attributable to differences between the financial statement carrying amounts of existing assets and liabilities and their tax bases and for all operating loss and tax credit carryforwards, if any. Deferred tax assets and liabilities are measured using enacted tax rates expected to apply to taxable income in the years in which those temporary differences are expected to be recovered or settled. The effect on deferred tax assets and liabilities of a change in tax laws or rates is recognized in the consolidated statement of income in the period that includes the enactment date. Deferred tax assets are reduced by a valuation allowance if, based on the weight of available evidence, it is more likely than not that some portion or all of the deferred tax assets will not be realized. Future realization of deferred tax assets ultimately depends on the existence of sufficient taxable income of the appropriate character within the carryback or carryforward periods available under the applicable tax law. The Company regularly reviews the deferred tax assets for recoverability based on historical taxable income, projected future taxable income, the expected timing of the reversals of existing temporary differences and tax planning strategies. The Company’s judgment regarding future profitability may change due to many factors, including future market conditions and the ability to successfully execute the business plans and/or tax planning strategies. Should there be a change in the ability to recover deferred tax assets, the Company’s income tax provision would increase or decrease in the period in which the assessment is changed. s) Loss per share attributable to Ordinary shareholders Basic 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. t) Public and Private Warrants. In 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 Combination. 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. The 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. See Note 17 for further information regarding the fair value of the Public Warrants. F- 14 Roadzen Inc. Notes to the consolidated financial statements (in US $, except share count) u) Investments Mutual Fund These 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. v) Non marketable securities Equity securities Equity investments with a readily determinable fair value, other than equity method investments, are measured at fair value with changes in fair value recognized in the consolidated statements of operations. Equity investments without a readily determinable fair value, are measured at cost, less any impairment. w) Commitments and contingencies Liabilities for loss contingencies arising from claims, assessments, litigation, fines, and penalties and other sources are recorded when it is probable that a liability has been incurred and the amount can be reasonably estimated. Legal costs incurred in connection with loss contingencies are expensed as incurred. Recoveries of environmental remediation costs from third parties that are probable of realization are separately recorded as assets and are not offset against the related environmental liability. x) Revenue Revenues consist primarily of revenue from: - insurance policy distribution in the form of commissions, brokerage, underwriting and other fees; and - insurance support services comprised of pre-inspection and risk assessment, roadside assistance, extended warranty, and claim processing using the Company’s IaaS platform. The 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. Income from distribution of insurance policies Insurance policy distribution and brokerage income: The 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. Revenue from distribution services is recognized at a point in time when the related services are rendered as per the terms of the agreement with customers. Revenue is disclosed net of the Goods and Service tax charged on such services. Distribution fee from underwriting and pricing: The 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. F- 15 Roadzen Inc. Notes to the consolidated financial statements (in US $, except share count) IaaS platform enabled services: Roadside assistance and extended warranty income: The 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. Inspection income: The 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. the 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. Claims revenue from repairs The 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 satisfied. The Company also earns commissions from on-boarding new garages. Software development services Arrangements with customers for software development services are either on a fixed-price, fixed-timeframe or time-based. Revenue 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. Subscription to software Revenue 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 DrivebuddyAI Revenue 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: A. Operating Lease - Income from Operating leases is Recognized on Straight line basis over the lease term. B. Device 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. F- 16 Roadzen Inc. Notes to the consolidated financial statements (in US $, except share count) Income from Trading of spare parts Revenue 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. Fleet damage protection and administration revenue The 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. y) Expenses Set forth below is a brief description of the components of the Company’s expenses: i. Cost of services The 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. For 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. Cost of services also includes cost of telematics devices sold through different subscription or upfront sale model. Cost of services are recognized as they are incurred. ii. Sales and marketing Sales 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. iii. General and administrative expenses General and administrative expenses include personnel costs for corporate, finance, legal and other support staff, including bonus and share based compensation expenses, professional fees, allowance for doubtful accounts and other corporate expenses. iv. Research and development expense Research and development expense consists of personnel costs incurred by the technology development team, subscription costs and other costs associated with ongoing improvements to and maintenance of internally developed software, share based compensation expenses and allocation of certain corporate costs. F- 17 Roadzen Inc. Notes to the consolidated financial statements (in US $, except share count) z) Recently issued accounting pronouncements and not yet adopted The Company is an “emerging growth company,” as defined in Section 2(a) of the Securities Act of 1933, as amended, (the “Securities Act”), as modified by the Jumpstart Our Business Startups Act of 2012 (the “JOBS Act”). The JOBS Act provides that an emerging growth company can take advantage of an extended transition period for complying with new or revised accounting standards. Thus, an emerging growth company can delay the adoption of certain accounting standards until those standards would otherwise apply to private companies. The Company has elected to take advantage of the extended transition period to comply with new or revised accounting standards and to adopt certain of the reduced disclosure requirements available to emerging growth companies. As a result of the accounting standards election, the Company will not be subject to the same implementation timeline for new or revised accounting standards as other public companies that are not emerging growth companies which may make comparison of the Company’s financial statements to those of other public companies more difficult. i. In 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 expenses. 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 permitted. The new guidance will be applied prospectively with the option for retrospective application. 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. ii. In November 2024, the FASB issued ASU 2024-04, “Debt – Debt with Conversion and Other Options (Subtopic 470-20): Induced 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. iii. In September 2025, the FASB issued ASU 2025-06, “Intangibles – Goodwill and Other – Internal-Use Software (Subtopic 350-40): 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 software. 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. iv. In 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. v. In 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 permitted. 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. There 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. aa) Recent Accounting Pronouncements - Accounting Standards Adopted In 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. The adoption of this guidance did not have a material impact on the Company’s consolidated financial statements. F- 18 Roadzen Inc. Notes to the consolidated financial statements (in US $, except share count) 3 Cash, cash equivalents and restricted cash Schedule of cash, cash equivalents and restricted cash As of March 31, 2026 As of March 31, 2025 Balances with banks In current accounts 6,562,944 4,829,632 Balances with banks in current accounts 6,562,944 4,829,632 Cash in hand 15,650 6,944 Cash and cash equivalents 6,578,594 4,836,576 Restricted cash and cash equivalents (non - current) 222,026 217,064 4 Accounts receivables, net Schedule of accounts receivables net As of March 31, 2026 As of March 31, 2025 Accounts receivable 8,887,406 3,216,711 Less: allowance for credit losses ( 1,386,967 ) ( 591,326 ) Accounts receivable, net 7,500,439 2,625,385 The following table provides details of the Company’s allowance for credit accounts: Schedule of account receivables, allowance for credit accounts Balance, beginning of period 591,326 345,211 Additions charged 844,835 259,293 Effect of exchange rate changes ( 49,194 ) ( 13,178 ) Balance, end of period 1,386,967 591,326 5 Prepayments and other current assets Schedule of prepayments and other current assets As of March 31, 2026 As of March 31, 2025 Balance with statutory authorities ( i) 2,587,264 1,496,055 Unbilled revenue ( ii) 5,827,805 6,201,942 Advances given ( iii) 1,635,623 1,555,929 Other receivables ( iv) 47,835 - Prepayments 673,595 1,100,063 Forward purchase agreement ( v) 6,800,000 8,628,301 Deposits 260,997 110,305 Prepayments and other current assets 17,833,119 19,092,595 i) Balance with statutory authorities represents withholding taxes and value added tax receivable from local tax authorities. ii) Unbilled revenue is net of allowances amounting to $ 1,809,347 and $ 0 as on March 31, 2026 and March 31, 2025 respectively. iii) Advances given include: a) $ 1,106,447 and $ 1,135,108 of advances to suppliers as of March 31, 2026 and March 31, 2025, respectively. b) $ 336,381 and $ 128,654 of advances to employees as of March 31, 2026 and March 31, 2025, respectively. Advances to employees include related party balances of $ 70,456 and $ 71,382 as of March 31, 2026 and as of March 31, 2025 respectively. c) $ 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 agreement On 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. F- 19 Roadzen Inc. Notes to the consolidated financial statements (in US $, except share count) The 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 million). A 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. Assumptions used in calculating estimated fair value of Forward Purchase Agreement as of March 31, 2025 is as follows: Schedule of assumptions used in calculating estimated fair value Volatility 142.66 % Risk-free rate 4.31 % Dividend yield 0.00 % Strike price 10.77 Remaining term (years) 2 years 6 Non-marketable securities a) Moonshot - Internet SAS (“Moonshot”) Roadzen (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. 7 Property and equipment, net The components of property and equipment, net were as follows: Schedule of property plant and equipment, net As of March 31, 2026 As of March 31, 2025 Computers 483,108 477,765 Office equipment 348,867 222,467 Motor Vehicle and other equipment 646,843 233,560 Furniture & fixtures 86,492 267,767 Electrical equipment 30,230 30,811 Leasehold improvements 29,223 31,192 Total 1,624,763 1,263,562 Less: Accumulated depreciation ( 1,087,766 ) ( 660,639 ) Property and equipment, net 536,997 602,923 For 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. F- 20 Roadzen Inc. Notes to the consolidated financial statements (in US $, except share count) 8 Intangible assets, net Schedule of finite-lived intangible assets As of March 31, 2026 As of March 31, 2025 Software for internal use 17,117,154 8,281,900 Customer contracts 2,585,885 1,163,052 Intangible assets under development 1,613,679 712,964 Intellectual property 62,524 150,662 Agency relationship 1,445,471 - Trademark 15,775 53 Total 22,840,488 10,308,631 Less: accumulated depreciation and amortization ( 13,149,836 ) ( 9,021,736 ) Less: impairment loss ( 38,737 ) ( 43,642 ) Intangible assets, net 9,651,915 1,243,253 For 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. The 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 assets does not exceed their fair value. As such, no impairment was recorded. During 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 . During 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 ). The estimated amortization schedule for the Company’s intangible assets for future periods is set out below: Schedule of estimated amortization of company’s intangible assets for future periods Amount 2027 1,113,438 2028 1,113,438 2029 and thereafter 5,919,665 9 Other long-term assets Schedule of other long term assets As of March 31, 2026 As of March 31, 2025 Deposits 16,256 12,657 Unbilled revenue 798,900 - Advances 179,775 103,312 Interest accrued 2,871 5,003 Other long-term assets 997,802 120,972 10 Accounts payable and accrued expenses Schedule of accounts payable and accrued expenses As of March 31, 2026 As of March 31, 2025 Accounts payable 14,837,965 17,484,895 Accrued expenses 10,168,147 8,599,752 Amounts due to employees 961,395 780,695 Due to insurer 4,278,440 3,388,668 Accounts payable and accrued expenses 30,245,947 30,254,010 1. 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. 2. Accrued Expenses comprise of $ 429,831 , $ 6,078,917 , $ 3,659,399 and $ 0 as of March 31, 2026, and $ 1,478,125 , $ 4,897,994 , $ 2,123,633 and $ 100,000 as of March 31, 2025, related to the cost of services, operating expenses, interest due but not paid and related party balances respectively. 3. Amounts Due to Employees, comprising salary and reimbursement payables, include related party balances of $ 93,849 and $ 74,062 as of March 31, 2026 and March 31, 2025, respectively. 4. Sum due to insurer represents the net amounts of premium due to insurer based on the respective contract with each insurer. The net amount due is equal to the gross written premium less the Company’s commission for policies that have reached their effective date. Sum 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. F- 21 Roadzen Inc. Notes to the consolidated financial statements (in US $, except share count) 11 Other current liabilities Other current liabilities consist of the following: Schedule of other current liabilities As of March 31, 2026 As of March 31, 2025 Statutory liabilities 1,565,548 535,493 Deferred revenue 663,323 893,822 Advances from customers 991,218 86,653 Retirement benefits 39,609 25,464 Contingent consideration (i) 2,631,976 - Other payables (ii) 2,181,115 561,034 Other current liabilities 8,072,789 2,102,466 (i) Contingent consideration includes a) 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. b) 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. 12 Derivative warrant liabilities Fair valuation of warrants issued to lenders as a part of a senior secured note agreement entered into between Roadzen (DE) and Mizuho Securities USA LLC (“Mizuho”) on June 30, 2023 (“Issuance Date”) as administrative agent amounting to $ 3,452,371 . Each warrant grants the holder the right to purchase one Ordinary Share of the Company at an exercise price of $ 0.001 with a cashless settlement option where the difference between the exercise price and the market price would be paid to the warrant holder in the form of Ordinary Shares. Since the Company has Warrants traded under the symbol RDZNW, market price method was used to compute the fair market value on the reporting date. The warrants issued are recognized as derivative liabilities and were initially measured using the Black-Scholes model and are subsequently remeasured at each reporting period with changes recorded in consolidated statements of operation. 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 per share. The fair value of the warrants issued to Mizuho amounts to $ 1,844,503 . In 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. The assumptions used in calculating estimated fair value of warrants due as of March 31, 2026 is as follows: Schedule of assumptions used in calculating estimated fair value of warrants Closing price $ 1.20 Risk Free rate 4.31 % Dividend Yield 0 % Volatility 142.66 % Expected Life of the option 2 years Pursuant 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. Ms. 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. The fair value of the warrants issued to Supurna VedBrat and Krishnan-Shah Family Partners, LP amounts to $ 142,500 . The assumptions used in calculating estimated fair value of warrants due as of March 31, 2026 is as follows: Schedule of assumptions used in calculating estimated fair value of warrants Closing price $ 1.20 Risk Free rate 4.31 % Volatility 142.66 % Expected Life of the option 3 years 13 Borrowings Schedule of long term borrowings A Long-term borrowings consist of the following: As of As of March 31, 2026 March 31, 2025 Loans from banks (note a) 166,924 167,177 Secured debentures (note b) 428,729 1,718,596 Convertible debenture (note c) 1,140,753 1,158,446 Convertible Notes (note d) 12,205,415 - Loans from others (note e) 11,500,000 - Less: current portion of long-term borrowings ( 9,829,713 ) ( 2,904,444 ) Long term borrowings 15,612,108 139,775 F- 22 Roadzen Inc. Notes to the consolidated financial statements (in US $, except share count) a) Loans from banks: Schedule of loans from banks Particulars Interest Rate Maturity date Amount outstanding Long-term borrowings from banks 9.00 % 1-May-29 10,774 Long-term borrowings from banks 8.85 % 1-Oct-29 16,514 Long-term borrowings from banks 8.85 % 5-Jan-30 12,703 Long-term borrowings from banks 8.85 % 5-Jan-30 12,703 Long-term borrowings from banks 8.85 % 5-May-30 29,316 Long-term borrowings from banks 8.75 % 10-Aug-30 73,514 Long-term borrowings from banks 9.25 % 10-Aug-30 11,400 166,924 The above loans are vehicle loan and secured by way of hypothecation against vehicle for which loan is granted. Schedule of secured debentures b) Secured debentures: Particulars Interest Rate Maturity date (as amended) Amount outstanding N1-N4 Series Debenture 15.00 % August 15, 2026 428,729 The 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. The debentures are secured by a subordinated lien on intellectual property, current assets and movable property and equipment of certain material foreign subsidiaries. F- 23 Roadzen Inc. Notes to the consolidated financial statements (in US $, except share count) c) Convertible debenture During the year ended March 31, 2026, the Company has outstanding $ 1.10 million unsecured convertible debentures to different parties which 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 On Maturity If any amount of principal or interest under the notes remain outstanding on the maturity date, the Company shall repay the principal together with payment of accrued interest. Optional Conversion: The unpaid principal amount of this debenture (together with all accrued but unpaid interest thereon) shall be convertible, in whole or in part, at the option of the Holder at any time prior to the payment in full of the principal amount of this Debenture, into such number of Ordinary Shares as is determined by dividing the principal amount of the Debenture so converted (together with all accrued but unpaid interest thereon) by the conversion price of $ 8.50 , determined by the greater of (i) the volume-weighted average price of RDZN for the thirty (30) trading day period immediately preceding December 15, 2024 and (ii) 85 % of the Conversion Price then in effect, resulting in an optional conversion into 150,995 Ordinary Shares. Mandatory Conversion by Company: If at any time after the Original Issuance Date, of the closing price of the Common Stock of the company for any 20 Trading Days within a consecutive 30 Trading Day-period exceeding 130 % of the then-applicable Conversion Price, then the Company shall thereafter have the right, at any time upon written notice to the Holder, to convert the unpaid principal amount of this Debenture (together with all accrued but unpaid interest thereon) into such number of shares of fully paid and non-assessable shares of Common Stock as is determined by dividing the principal amount of the Debenture (together with all accrued but unpaid interest thereon) by the Conversion Price (a “Company Conversion”). Warrants Entitlement The 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. d) Convertible notes During 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”). F- 24 Roadzen Inc. Notes to the consolidated financial statements (in US $, except share count) The 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 of issuance. The 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. The Company 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. On 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 . As of March 31, 2026, the fair value of the November 2025 Notes was estimated using appropriate valuation techniques with key assumptions as follows: Schedule of assumptions used in calculating estimated fair value of convertible notes Risk free rate 4.31 % Volatility 142,66 % Annual Interest rate 14 % Conversion Price $ 2.25 During 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”). The 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. The 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. The fair valuation of the convertible notes as at March 31, 2026 is $ 5,673,813 . As of March 31, 2026, the fair value of the January 2026 Notes was estimated using appropriate valuation techniques with key assumptions as follows: Schedule of assumptions used in calculating estimated fair value of convertible notes Risk free rate 4.31 % Volatility 142,66 % Annual Interest rate 14 % Conversion Price $ 3.50 e) Loans from others During 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. On 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 . The amended notes otherwise maintained all original terms, including a 15 % per annum interest rate, without the requirement for any additional warrants. On 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 No. 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. The 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. f) As of March 31, 2026, the aggregate maturities of long-term borrowings are as follows: Schedule of maturities of long-term borrowings excluding convertible notes Period ending March 31, 2027 9,829,713 Period ending March 31, 2028 14,324,645 Period ending March 31, 2029 42,170 Period ending March 31, 2030 39,863 Period ending March 31, 2031 10,803 Long-term borrowings excluding convertible notes 24,247,194 F- 25 Roadzen Inc. Notes to the consolidated financial statements (in US $, except share count) B Short-term borrowings Schedule of short term borrowings As of March 31, 2026 As of March 31, 2025 Loans from banks (note a) 397,274 263,846 Loans from related parties 135,347 115,086 Loans from others (note b) 7,310,646 19,486,713 Short term borrowings 7,843,267 19,865,645 a) Loans from banks and others Summary of loans from banks and others Particulars Weighted average borrowing rate Short-term borrowings from banks and others 65.83 % b) Loan from others 1. 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 to finance transaction costs in connection with the Business Combination. The Promissory note is not convertible and interest of 20 % per annum and is due and payable upon the earlier of the date on which the Company consummates its initial Business Combination or the date of the liquidation of the Company. 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. Following such settlement, the outstanding balance of the promissory note was reduced accordingly. On 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. (BVI). 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 $ 418,189 . 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. The warrants would be identical to the private placement warrants described in note 17. The Company has not honored repayment of these promissory notes on their due dates. 2. Senior Notes 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 29.5 %. 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). 3. 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 . The 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. 4. 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 . F- 26 Roadzen Inc. Notes to the consolidated financial statements (in US $, except share count) 14 Other long-term liabilities Summary of other long-term liabilities As of March 31, 2026 As of March 31, 2025 Retirement benefits 279,966 269,767 Accounts payable (i) 3,000,000 - Deferred tax liability 1,023,553 41,687 Deferred revenue 257,727 255,197 Total 4,561,246 566,651 (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. 15 Employee benefit plans The Company has employee benefit plans in the form of certain statutory and other programs covering its employees. Defined benefit plan (unfunded) In 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. 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. There is no plan asset against the defined benefit plan. The following table sets forth the amounts recognized in the Company’s financial statements based on actuarial valuations carried out as of March 31 2026 and 2025: Schedule of amounts recognized in financial statements based on actuarial valuations Change in benefit obligation As of March 31, 2026 As of March 31, 2025 Projected benefit obligation at the beginning of the year 295,231 264,527 Interest costs 19,137 18,610 Past service cost 16,771 - Service costs 80,969 75,401 Actuarial (gain) loss ( 43,282 ) ( 40,582 ) Benefits paid ( 36,991 ) ( 15,902 ) Effect of exchange rate changes ( 29,202 ) ( 6,823 ) Projected benefit obligation at the end of the year 302,633 295,231 Amounts recognized in the Consolidated Balance Sheets consist of Current liabilities (recorded under accrued expenses and other current liabilities) 22,667 25,464 Non-current liabilities (recorded under other liabilities) 279,966 269,767 302,633 295,231 F- 27 Roadzen Inc. Notes to the consolidated financial statements (in US $, except share count) Net defined benefit plan costs include the following components for: Schedule of components of net defined benefit plan costs As of March 31, 2026 As of March 31, 2025 Interest costs 19,137 18,610 Service costs 80,969 75,401 Actuarial (gain) loss ( 43,282 ) ( 40,582 ) Total 56,824 53,429 ) The estimated net defined benefit plan cost over the next fiscal year is $ 22,661 . The principal assumptions used in determining gratuity for the Company’s plans are shown below: Summary of principal assumptions used in determining gratuity As of March 31, 2026 As of March 31, 2025 Discount rate 7.78 % / 7.90 % 7.04 % / 6.99 % Rate of increase in compensation per annum 10 % / 5.50 % 10 % / 5.50 % Retirement age (in years) 60 60 The Company evaluates these assumptions based on projections of the Company’s long-term growth and prevalent industry standards. The expected benefit plan payments set forth below reflect expected future service: Schedule of expected benefit plan payments Year ending March 31 Amounts 2027 22,661 2028 36,470 2029 44,520 2030 62,036 2031 62,987 2032-2036 497,537 Expected benefit plan payments 726,211 The Company’s expected benefit plan payments are based on the same assumptions that were used to measure the Company’s benefit obligations as of March 31, 2026 Defined contribution plans The 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. F- 28 Roadzen Inc. Notes to the consolidated financial statements (in US $, except share count) 16 Ordinary shares As of March 31, 2026, the Company was authorized to issue 220,000,000 shares of ordinary shares, $ 0.0001 par value. The holders of ordinary shares are entitled to receive dividends as declared from time to time and are entitled to one vote per share at meetings of the Company. In the event of liquidation, the holders of ordinary shares are eligible to receive an equal share in the distribution of the surplus assets of the Company based on their percent of ownership. As of March 31, 2026 and March 31, 2025, the Company’s ordinary shares outstanding were 79,695,672 and 74,290,986 respectively. The following table summarizes the Company’s ordinary shares reserved for future issuance on an as-converted basis: Schedule of ordinary shares reserved for future issuance As of March 31, 2026 As of March 31, 2025 Remaining shares available for future issuance under the Company’s equity incentive plan 16,376,407 9,714,986 Warrants 21,070,276 21,618,972 17 Warrants In 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 Combination. 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. As of March 31, 2026, there were 19,157,081 Public Warrants outstanding. No fractional shares will be issued upon exercise of the Public Warrants. Each whole warrant entitles the registered holder to purchase one Ordinary Share at a price of $ 11.50 per share. The Public 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. F- 29 Roadzen Inc. Notes to the consolidated financial statements (in US $, except share count) The Company may redeem the outstanding warrants: ● at a price of $ 0.001 per warrant; ● upon not less than 30 days’ prior written notice of redemption given to each warrant holder; and ● 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. If the Company calls the Public Warrants for redemption, as described above, its management will have the option to require any holder that wishes to exercise the Public Warrants to do so on a “cashless basis,” as described in the warrant agreement. The exercise price and number of Ordinary Shares issuable upon exercise of the Public Warrants may be adjusted in certain circumstances including in the event of a share dividend, extraordinary dividend or recapitalization, reorganization, merger or consolidation. 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 to Ms. VedBrat on each of June 20, 2024 and October 20, 2024. On 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”). On 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”). As 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. F- 30 Roadzen Inc. Notes to the consolidated financial statements (in US $, except share count) 18 Revenue The following table summarizes revenue by the Company’s service offerings: Schedule of revenue by service offerings For the year ended For the year ended March 31, 2026 March 31, 2025 Revenue from services Commission and Distribution Income 27,746,336 23,447,282 Income from Insurance as a Service 27,275,456 20,848,816 Revenues 55,021,792 44,296,098 There 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. There 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. Contract balances The following table provides information about receivables and contract liabilities from contracts with customers: Summary of contract liabilities from contract with customers As of March 31, 2026 As of March 31, 2025 Contract liabilities Deferred revenue 921,050 1,149,019 Total contract liabilities 921,050 1,149,019 Contract assets Unbilled revenue 6,626,705 6,201,942 Total contract assets 6,626,705 6,201,942 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 . Contract assets represent a conditional right to consideration for satisfied performance obligations that become a receivable when the conditions are satisfied. Contract assets are generated when contractual billing schedules differ from the timing of revenue recognition or cash collection and are included in “prepayments and other current assets” in the consolidated balance sheets which will be billed in the month subsequent to the period in which performance obligations were satisfied. The following table provides information about the geographical segregation of the revenue of the Company: Schedule of geographical segregation of revenue For the year ended March 31, 2026 For the year ended March 31, 2025 India 32,024,797 23,424,135 United States of America 11,943,271 11,564,374 United kingdom 6,340,221 9,307,589 China 4,713,503 - Total 55,021,792 44,296,098 F- 31 Roadzen Inc. Notes to the consolidated financial statements (in US $, except share count) 19 Business combinations a) Daokang (Beijing) Data Science Company Ltd. Roadzen (DE) entered into a joint venture with WI Harper VIII LLP and Shangrao Langtai Daokang Information Technology Co. Ltd. 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. During 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. The 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 1,225,893 Incremental investment to obtain control of Daokang 1,000,000 Fair value of total consideration 2,225,893 The major classes of assets and liabilities to which we have allocated the purchase price were as follows: Schedule of major classes of assets and liabilities allocated to purchase price Property, plant and equipment 19,351 Working capital 711,730 Identifiable intangible asset 3,173,217 Other liabilities ( 327,622 ) Total identifiable net assets 3,576,676 Capital contribution subsequent to acquisition date 1,000,000 Net assets considered for purchase price allocation 4,576,676 Gain on bargain purchase (i) ( 165,496 ) Fair value of non controlling interest holders 2,185,287 Total Purchase consideration 2,225,893 (i) The gain on bargain purchase presented above is based on the acquisition-date exchange rate (April 1, 2025). Following are details of the purchase price allocated to the intangible asset acquired: Schedule of purchase price allocated to intangible assets acquired Amount Weighted average life Patent - Mobile vehicle insurance survey system 237,855 5 years Patent - Mobile vehicle insurance smart dispatch system 237,855 5 years Software - Video Inspection System 1,749,640 5 years Software - Insurance Dispatching System 753,533 5 years Intangible assets under development 194,334 5 years b) EliteCover Insurance Solutions, Inc. During the quarter ended December 31, 2025, Roadzen (DE) acquired 55 % of the equity interest in EliteCover Insurance Solutions, Inc. (“ECI”) 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. Management 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. F- 32 Roadzen Inc. Notes to the consolidated financial statements (in US $, except share count) The 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 1,000,000 Fair value of contingent consideration (milestone based) 1,390,617 Fair value of total consideration 2,390,617 The major classes of assets and liabilities to which we have allocated the purchase price were as follows: Schedule of major classes of assets and liabilities allocated to purchase price Property, plant and equipment 16,580 Working capital ( 470,060 ) Identifiable intangible asset – Customer relationship 1,470,472 Other liabilities ( 169,840 ) Total identifiable net assets 847,152 Goodwill (Refer Note 20) 2,001,112 Fair value of non controlling interest holders ( 457,647 ) Total Purchase consideration 2,390,617 The 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 Following are details of the purchase price allocated to the intangible asset acquired: Schedule of purchase price allocated to intangible assets acquired Amount Weighted average life Acquired customer contracts 1,470,472 5 years c) 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. The 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 895,665 Consideration via issuance of equity shares 4,520,579 Fair value of total consideration 5,416,244 The major classes of assets and liabilities to which we have allocated the purchase price were as follows: Schedule of major classes of assets and liabilities allocated to purchase price Property, plant and equipment 5,169 Working capital ( 918,562 ) Identifiable intangible asset 3,256,733 Other liabilities ( 553,163 ) Total identifiable net assets 1,790,177 Goodwill (Refer Note 20) 3,626,067 Total Purchase consideration 5,416,244 F- 33 Roadzen Inc. Notes to the consolidated financial statements (in US $, except share count) The 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. Following are details of the purchase price allocated to the intangible asset acquired: Schedule of purchase price allocated to intangible assets acquired Amount Weighted average life Software – VehicleCare AI claims and repair management platform 3,256,733 5 years 20 Goodwill A summary of the changes in carrying value of goodwill is as follows: Schedule of goodwill As of March 31, 2026 As of March 31, 2025 Opening balance 2,061,553 2,061,553 Goodwill relating to acquisitions consummated 5,627,178 - Goodwill on account of consolidation of stepdown subsidiary 244,319 - Effect of exchange rate changes ( 316,076 ) - Closing balance 7,616,973 2,061,553 21 Financial instruments The Company measures its convertible promissory notes and Forward Purchase Agreement asset at fair value. The Company’s convertible promissory notes are categorized as Level 1 because they are measured based on observable listed prices of such instruments. The Forward Purchase Agreement is categorized as Level 3 because of unobservable inputs and other estimation techniques due to the absence of quoted market prices, inherent lack of liquidity and the tenure of such financial instruments. Financial instruments measured at fair value on a recurring basis The following table represents the fair value hierarchy for the Company’s financial instruments measured at fair value on a recurring basis as of March 31, 2026: Schedule of financial instruments measured at fair value on recurring basis March 31, 2026 Fair Value Measured using Particulars Level 1 Level 2 Level 3 Total Financial liabilities: Derivative warrant liabilities — 1,987,003 — 1,987,003 Convertible debentures — 1,029,374 — 1,029,374 Convertible Promissory Notes — — 12,205,415 12,205,415- — 3,016,377 12,205,415 15,221,792 F- 34 Roadzen Inc. Notes to the consolidated financial statements (in US $, except share count) March 31, 2026 Fair Value Measured using Particulars Level 1 Level 2 Level 3 Total Financial assets: Forward purchase agreement — - 6,800,000 6,800,000 — - 6,800,000 6,800,000 The 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 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. The Company uses a third party valuation specialist to assist management in its determination of the fair value of its Level 3 classified 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. The 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, 2026 for Financial Asset: Forwards Purchase Agreement, and for Financial Liability: Convertible Promissory notes and Convertible Notes. Schedule of fair value, liabilities measured on recurring basis, unobservable input reconciliation Financial asset Financial liability Financial liability Forward purchase agreement Convertible Notes Convertible Promissory Notes Initial measurement 46,190,195 11,111,110 1,029,374 Cash receipt 4,790,633 — — Change in fair value ( 44,180,828 ) 1,094,305 — Balance as of March 31, 2026 6,800,000 12,205,415 1,029,374 F- 35 Roadzen Inc. Notes to the consolidated financial statements (in US $, except share count) Assets measured at Fair Value on a non-recurring basis The Company’s non-financial assets, such as goodwill, intangible assets and property and equipment are adjusted to fair value when an impairment charge is recognized. Such fair value measurements are based predominately on Level 3 inputs. Non-Marketable Equity Securities The Company measures its non-marketable equity securities that do not have readily determinable fair values under the measurement alternative at cost less impairment, adjusted by price changes from observable transactions recorded within “Other income/(expense) net” in the consolidated statements of operations. The Company’s non-marketable equity securities are investments in privately held companies without readily determinable fair values and primarily relate to its investment in Daokang and Moonshot. The Company recorded an impairment loss on its non-marketable equity securities, as more briefly discussed in note 6. Management of risks Interest rate risk - Interest rate risk is the risk that the fair value of future cash flows of a financial instrument will fluctuate due to change to market interest rates. The Company is exposed to interest rate risk for its long- term debts where the interest rates are variable according to the market conditions. Foreign currency risk - The Company monitors its foreign currency exposures on a regular basis. The operations are primarily denominated 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. 22 Investments These balances include certain investments in mutual funds that are recorded at fair value. Any changes to the fair value are recorded in “Fair value gains/(losses) in financial instruments carried at fair value” due to the election of the fair value option of accounting for financial instruments. 23 Commitments and contingencies A. Leases - Accounted as per ASC 842 for the Period Ended March 31, 2026 Operating leases The Company leases office space under non-cancellable operating lease agreements, which expire on various dates through January 2033. Some property leases contain extension options exercisable by the Company. The lease agreements do not contain any material residual value guarantees or material restrictive covenants. 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: Components of lease cost Particulars For the Year ended March 31, 2026 Lease : Operating lease cost 489,471 Short-term lease cost 240,015 Total lease cost 729,486 F- 36 Roadzen Inc. Notes to the consolidated financial statements (in US $, except share count) 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. Schedule of supplemental cash flow information related to leases and non cash flows arising from lease transactions Particulars For the Year ended March 31, 2026 Cash paid for amounts included in the measurement of lease liabilities: Operating cash flows from operating leases 357,314 iii) Balance sheet information related to leases are as follows: Schedule of balance sheet information related to leases Particulars For the Year ended March 31, 2026 Operating Leases: Operating Lease ROU Asset, net 1,374,147 Short term liabilities 325,255 Long term liabilities 699,817 Total operating lease liabilities 1,025,072 iv) Weighted Average Summary of weighted average remaining lease terms and discount rates For the Year ended March 31, 2026 Remaining Lease term (in years) 4.42 Discount rate 14.80 % v) Maturities of lease liabilities were as follows: Schedule of maturities of lease liabilities Particulars Lease Liabilities (USD) * For Period Ended March 31, 2026 2027 471,894 2028 260,349 2029 220,472 2030 200,304 2031 86,301 Thereafter 39,513 Total Lease Payments 1,278,833 Less: Imputed Interest ( 253,761 ) Total 1,025,072 * The lease liabilities are translated into U.S. Dollars using the closing rate for the period ended March 31, 2026 C. Litigation and loss contingencies From time to time, the Company may be subject to other legal proceedings, claims, investigations, and government inquiries (collectively, Legal Proceedings) in the ordinary course of business. It may receive claims from third parties asserting, among other things, infringement of their intellectual property rights, defamation, labor and employment rights, privacy, and contractual rights. There are no currently pending Legal Proceedings that the Company believes will have a material adverse impact on the business or consolidated financial statements. F- 37 Roadzen Inc. Notes to the consolidated financial statements (in US $, except share count) D. Indemnifications In the ordinary course of business, the Company enters into contractual arrangements under which the Company agrees to provide indemnification of varying scope and terms to customers, business partners, and other parties with respect to certain matters, including losses arising out of intellectual property infringement claims made by third parties, if the Company has violated applicable laws, if the Company is negligent or commits acts of willful misconduct, and other liabilities with respect to its products and services and its business. In these circumstances, payment is typically conditional on the other party making a claim pursuant to the procedures specified in the particular contract. To date, the Company has not incurred any material costs as a result of such indemnifications and has not accrued any liabilities related to such obligations in its consolidated financial statements. 24 Net loss per share Basic net loss per share attributable to ordinary shareholders is computed by dividing the net loss by the number of weighted-average outstanding ordinary shares. Diluted net loss per share attributable to ordinary shareholders is determined by giving effect to all potential common equivalents during the reporting period, unless including them yields an antidilutive result. The Company considers its preferred stocks, convertible notes and share warrants as potential common equivalents, but excluded them from the computation of diluted net loss per share attributable to ordinary shareholders in the periods presented, as their effect was antidilutive. The following table sets forth the computation of basic net loss per share attributable to ordinary shareholders and preferred stock holders: Schedule of computation of basic net loss per share attributable to ordinary shareholders and preferred stockholders For the Year ended For the Year ended Particulars March 31, 2026 March 31, 2025 Numerator: Net loss ( 22,516,222 ) ( 72,870,432 ) Net loss attributable to Roadzen Inc. ordinary shareholders ( 22,516,222 ) ( 72,870,432 ) Denominator: Weighted-average shares used in computing net loss per share attributable to Roadzen Inc. ordinary shareholders - basic and diluted 77,454,509 69,867,792 Net loss per share attributable to Roadzen Inc. ordinary shareholders - basic and diluted ( 0.29 ) ( 1.04 ) The Company’s potential dilutive securities, which include restricted stock units, convertible instruments and share warrants have been excluded from the computation of diluted net loss per share as the effect would be anti- dilutive. Therefore, the weighted average number of ordinary shares outstanding used to calculate both basic and diluted net loss per share is the same. The Company excluded the following potential common shares from the computation of diluted net loss per share as of March 31, 2026 and March 31, 2025: Schedule of potential ordinary shares equivalents excluded from the computation of diluted net loss per share For the Year ended For the Year ended Particulars March 31, 2026 March 31, 2025 Share warrants 21,070,282 21,618,972 Restricted stock units 11,071,966 9,714,986 Convertible instruments 8,112,875 54,542 Total 40,255,123 31,388,500 F- 38 Roadzen Inc. Notes to the consolidated financial statements (in US $, except share count) 25 Income taxes The Company’s net loss before provision for income taxes for the year ended March 31, 2026 and March 31, 2025 were as follows: Schedule of income before income tax domestic and foreign Particulars For the year ended March 31, 2026 For the year ended March 31, 2025 Domestic ( 13,594,242 ) ( 46,945,010 ) Foreign ( 9,402,708 ) ( 26,132,274 ) Total ( 22,996,950 ) ( 73,077,284 ) The components of the provision for income taxes for the period ended March 31, 2026 and March 31, 2025 were as follows: Schedule of components of provision for income taxes Particulars For the year ended March 31, 2026 For the year ended March 31, 2025 Current: Domestic — 53,058 Foreign 34,515 - Total 34,515 53,058 Deferred: Domestic — — Foreign ( 14,303 ) ( 67,031 ) Total ( 14,303 ) ( 67,031 ) Total provision for income taxes 20,212 ( 13,973 ) The following is a reconciliation of the federal statutory income tax rate to the Company’s effective tax rate for the year ended March 31, 2026 and March 31, 2025: Schedule of reconciliation of statutory federal income tax rate Particulars For the year ended March 31, 2026 For the year ended March 31, 2025 Federal statutory income tax rate 21.00 % 21.00 % Non deductible expenses ( 0.09 )% ( 0.53 )% Valuation allowance ( 24.34 )% ( 20.90 )% Foreign rate differential 3.34 % 0.00 % Share warrants 0.00 % 0.00 % Other 0.00 % 0.45 % Total provision for income taxes ( 0.09 )% 0.02 % The 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: Schedule of net deferred tax assets Particulars As of March 31, 2026 As of March 31, 2025 Deferred tax assets: Net operating loss carry forwards 42,531,831 41,091,266 Unabsorbed depreciation carry forwards 133,065 121,285 Retirement benefits 81,776 15,209 Depreciation and amortization 29,164 74,937 Others ( 36,639 ) ( 325,774 ) Total deferred tax assets 42,739,197 40,976,923 Less: valuation allowance ( 42,739,197 ) ( 40,976,923 ) Deferred tax assets, net of valuation allowance — - Deferred tax liabilities: Intangibles on account of business combination ( 1,023,553 ) ( 41,688 ) Net deferred tax assets/ (liabilities) ( 1,023,553 ) ( 41,688 ) F- 39 Roadzen Inc. Notes to the consolidated financial statements (in US $, except share count) Movement recognized in net deferred tax assets: Schedule of movements in deferred tax assets As of March 31, 2025 Recognized/ reversed through statements of operations Impact of currency translation and acquisitions As of March 31, 2026 Deferred tax assets: Net operating loss carry forwards 41,091,266 1,440,565 — 42,531,831 Unabsorbed depreciation carry forwards 121,285 11,780 — 133,065 Retirement benefits 15,209 66,566 — 81,776 Depreciation and amortization 74,937 ( 45,773 ) — 29,164 Others ( 325,774 ) 289,135 — ( 36,639 ) Total deferred tax assets 40,976,923 1,762,274 — 42,739,197 Less: valuation allowance ( 40,976,923 ) ( 1,762,274 ) — ( 42,739,197 ) Deferred tax assets, net of valuation allowance - — — — Deferred tax liabilities: Intangibles on account of business combination ( 41,688 ) 72,422 ( 1,054,287 ) ( 1,023,553 ) Acquisitions — — — — Deconsolidation — — — — Currency translation — — — — Net deferred tax assets/ (liabilities) ( 41,688 ) 72,422 ( 1,054,287 ) ( 1,023,553 ) Particulars As of March 31, 2024 Recognized/ reversed through statements of operations Impact of currency translation and acquisitions As of March 31, 2025 Deferred tax assets: Net operating loss carry forwards 25,515,511 15,575,755 — 41,091,266 Unabsorbed depreciation carry forwards 76,126 45,159 — 121,285 Retirement benefits 72,349 ( 57,140 ) — 15,209 Depreciation and amortization 109,299 ( 34,362 ) — 74,937 Others 244,136 ( 569,910 ) — ( 325,774 ) Total deferred tax assets 26,017,421 14,959,502 — 40,976,923 Less: valuation allowance ( 25,995,368 ) ( 14,981,555 ) — ( 40,976,923 ) Deferred tax assets, net of valuation allowance 22,053 ( 22,053 ) - - Deferred tax liabilities: Intangibles on account of business combination ( 263,665 ) 221,977 — ( 41,688 ) Currency translation — ( 284,598 ) 284,598 — Acquisitions — 635,965 ( 635,965 ) — ( 241,612 ) 551,291 ( 351,367 ) ( 41,688 ) F- 40 Roadzen Inc. Notes to the consolidated financial statements (in US $, except share count) The Company regularly reviews its deferred tax assets for recoverability based on historical taxable income, projected future taxable income, the expected timing of the reversals of existing taxable temporary differences and tax planning strategies. The Company’s judgement regarding future profitability may change due to many factors, including future market conditions and the ability to successfully execute the business plans and/or tax planning strategies. Should there be a change in the intangible on account of business combination ability to recover deferred tax assets, the Company’s income tax provision would increase or decrease in the period in which the assessment is changed. The Company’s valuation allowance increased by $ 1,762,274 during the period ended March 31, 2026 and $ 14,981,556 during the year ended March 31, 2025. The Company has not provided U.S. income taxes and foreign withholding taxes on undistributed earnings of foreign subsidiaries because the Company intends to permanently reinvest such earnings outside the U.S. Net operating loss and credit carry forwards As of March 31, 2026, the Company has U.S. federal net operating loss carry forwards of approximately $ 42,531,831 of which none are subject to limitation under Internal Revenue Code Section 382 (IRC Section 382). The federal net operating loss carry forwards that were generated prior to the 2018 tax year will begin to expire in 2030 if not utilized. For net operating loss carry forwards arising in tax years beginning after March 31, 2017, the tax act limits the Company’s ability to utilize carry forwards to 80% of taxable income, however, these operating losses may be carried forward indefinitely. The state (Delaware) net operating loss carry forwards will begin to expire in 2032 if not utilized. The Company has foreign tax credits which will expire at the end of 8 years from the end of the assessment year in which these tax credits were originated. Utilization of the net operating loss carry forwards may be subject to a substantial annual limitation due to the ownership change provisions of IRC Section 382 and similar state provisions. The annual limitation may result in the inability to fully offset future annual taxable income and could result in the expiration of net operating loss carry forwards before utilization. The Company continually reviews the impact to net operating losses of any ownership changes. Unrecognized tax benefits The Company has adopted authoritative guidance which prescribes a recognition threshold and measurement attribute for the financial statement recognition and measurement of uncertain tax positions taken or expected to be taken in the Company’s income tax return, and also provides guidance on derecognition, classification, interest and penalties, accounting in interim periods, disclosure, and transition. The Company did no t have any unrecognized tax benefits with a significant impact on its financial statements as of March 31, 2026 and March 31, 2025. The Company’s major tax jurisdictions are India, the United Kingdom and the U.S. The U.S. federal, state and foreign jurisdictions have statutes of limitations that generally range from three to six years. Due to the Company’s net losses, substantially all of its federal and state income tax returns are subject to examination for federal and state purposes. F- 41 Roadzen Inc. Notes to the consolidated financial statements (in US $, except share count) 26 Segment reporting Operating 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. 27 Stock based compensation The 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. Share-based compensation is in the form of restricted stock units (RSUs). The fair value per RSU is calculated using the Black-Scholes option valuation model. Option value and assumption Schedule of option value and assumption Fair value per share (as of grant date) $ 10.83 Exercise price $ 0.00 Assumptions: Volatility 30.82 % Expected dividends 0.00 % Expected term (in years) 1.5 Risk free rate 5.24 % Schedule of RSU vesting activity RSU vesting schedule for year ended As of March 31, 2026 March 2027 9,765,148 Schedule of restricted stock units activity Stock option activity As of March 31, 2026 Opening unvested units (as of April 01, 2024) 9,722,920 Granted 379,923 Exercised 100,000 Cancelled — Vested but not exercised 237,695 Closing unvested units 9,765,148 Stock-based compensation expense related to RSUs granted to employees was $ 497,806 for the period ended March 31, 2026. 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. F- 42 Roadzen Inc. Notes to the consolidated financial statements (in US $, except share count) On 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 17, 2024. 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 17, 2026. As 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. 28 Subsequent events The 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: a) 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. The 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 20, 2025. b) 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. 29 Approval of Financial Statements The consolidated financial statements have been approved by the Board of Directors at its meeting held on June 28, 2026. F- 43 SIGNATURES Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, as amended, the Registrant has duly caused this Report to be signed on its behalf by the undersigned, thereunto duly authorized. ROADZEN INC. Date: June 28, 2026 By: /s/ Rohan Malhotra Name: Rohan Malhotra Title: Chief Executive Officer Pursuant to the requirements of the Securities Exchange Act of 1934, as amended, this Report has been signed below by the following persons on behalf of the Registrant in the capacities and on the dates indicated. Name Title Date /s/ Rohan Malhotra Chief Executive Officer and Director June 28, 2026 Rohan Malhotra (Principal Executive Officer) /s/ Jean-Noël Gallardo Chief Financial Officer June 28, 2026 Jean-Noël Gallardo (Principal Financial and Accounting Officer) /s/ Steven Carlson Chairman and Director June 28, 2026 Steven Carlson /s/ Saurav Adhikari Director June 28, 2026 Saurav Adhikari /s/ Supurna VedBrat Director June 28, 2026 Supurna VedBrat /s/ Zoë Ashcroft Director June 28, 2026 Zoë Ashcroft /s/ Diane B. Glossman Director June 28, 2026 Diane B. Glossman 105