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, 68 (2) provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance with GAAP, and that our receipts and expenditures are being made only in accordance with authorizations of our management and directors, and (3) provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use or disposition of our assets that could have a material effect on the financial statements. Our management conducted an assessment of the effectiveness of our internal control over financial reporting based on the criteria set forth by the Committee of Sponsoring Organizations of the Treadway Commission (COSO) in “Internal Control — Integrated Framework (2013).” Based on this assessment, our management concluded that our internal control over financial reporting was effective as of March 31, 2025. Attestation report of the registered public accounting firm This Annual Report does not include an attestation report of our independent registered public accounting firm due to an exemption established by the JOBS Act for “emerging growth 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, 2025 that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting. Item 9B. Other Information. Insider Trading Arrangements No director or officer of the Company adopted or terminated any contract, instruction or written plan for the purchase or sale of securities of the registrant intended to satisfy the affirmative defense conditions of Rule 10b5-1(c); or (ii) any “non-Rule 10b5-1 trading arrangement” as defined in paragraph (c) of Item 408 of Regulation S-K. Item 9C. Disclosure Regarding Foreign Jurisdictions that Prevent Inspections. Not applicable. 69 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 39 Chief Executive Officer and Director Jean-Noël Gallardo 49 Chief Financial Officer Ankur Kamboj 43 Chief Operating Officer Saurav Adhikari 66 Director Steven Carlson 65 Chairman and Director Ajay Shah 64 Director Supurna VedBrat 48 Director Zoë Ashcroft 59 Director Diane B. Glossman 69 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. Jean-Noël Gallardo, Chief Financial Officer , serves as the Chief Financial Officer of Roadzen. Prior to his appointment as Roadzen’s CFO, Mr. Gallardo, served as Roadzen’s Interim Global Chief Financial Officer since October 2023, and prior to that was Vice President of Finance at Aclaimant, Inc., an Insurtech platform for safety and risk management, from November 2020 to February 2023. His prior roles include CFO of LJR Holdings, Inc., a privately-held California-based holding company with third-party claims administrator and managed care subsidiaries, Vice President of Finance for Gallagher Bassett Services, Inc., the risk management unit of international broker Arthur J. Gallagher & Co., and leading the FP&A function for CNA’s Small Commercial business. 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). Non-Employee Directors Saurav Adhikari serves as a 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. 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. since 2024. 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. 70 Steven Carlson serves as the chairman and a director of Roadzen. Mr. Carlson has served as one of the independent directors of Quantum Fintech Acquisition Corp. since February 2021. Since 2016, Mr. Carlson has served as Co-Chairman of Magellan Global, a financial services holding company which owns Marco Polo Exchange (which owns Marco Polo Securities Inc., a distribution platform enabling foreign financial services firms to market their products in the United States and other select jurisdictions worldwide) for which he serves as Co-Chairman. He also currently serves as the Managing Partner of Pi Capital International LLC and several other early stage firms. Pi Capital, a global advisory firm headquartered in New York City, provides capital raising, M&A advisory, and general corporate advisory services. Securities are offered through an affiliate, Marco Polo Securities, Inc. Marco Polo Securities, Inc. is a distribution platform enabling foreign financial services firms to market their products in the United States and other select jurisdictions worldwide; Mr. Carlson serves as CEO of Marco Polo Securities. 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, Mr. Carlson was the founder, Chairman and Chief Executive Officer of the Provident Group, a boutique investment banking firm providing capital raising, M&A and other corporate finance advisory services to firms globally. Provident Group was acquired by INTL in 2010. Prior to forming Provident in December 1998, Mr. Carlson was a Managing Director at Lehman Brothers holding various senior positions at the firm, including Global business head of emerging markets, head of the Institutional Client Group, mortgage-backed trading desk, and mortgage-backed research. Mr. Carlson began his career at Fannie Mae. Mr. Carlson graduated with a Bachelor of Arts in Economics from the University of Maryland and obtained a master’s degree in Public Policy from the Kennedy School of Government at Harvard University. We believe Mr. Carlson is well qualified to serve as a director due to his 30 years of experience in the financial services industry in various leadership positions, as well as his investment banking and entrepreneurial experience, having founded and managed several businesses. Ajay Shah serves as a director of Roadzen, and served as a director of Vahanna until the closing of the Business Combination since November 2021. Mr. Shah previously was a Managing Partner at Silver Lake, a global private equity investment firm from 2007 to 2021, and was the co-founder and Managing Partner of the firm’s middle market growth fund, Silver Lake Sumeru. Mr. Shah served as Chairman of the board of SMART Global Holdings (“SGH”), a publicly-held Silver Lake portfolio company that he co-founded in 1989, and served as a board member from 2011 to 2022. He previously served as President and Chief Executive Officer of SGH from February 1989 to December 2000 and then again from May 2018 to September 2020. He also previously served as the CEO of Maui Greens, Inc., an early-stage agriculture technology company, from February 2021 to February 2022. He also currently serves on the boards of directors of a number of private technology companies including Vast Data. Mr. Shah previously served on the boards of many public and private technology companies including Magellan Navigation, Inc., AVI-SPL, Inc., CMAC MicroTechnology, Flex, Power-One, Inc., PulseCore Semiconductor, Spansion Inc. and others. In the not-for-profit sector, he serves the governing board of the Indian School of Business (ISB), and the board of Northern California Public Broadcasting, the American India Foundation and as a trustee of Ashoka University. Mr. Shah has a B.S. in Engineering from the Maharaja Sayajirao University of Baroda, India and an M.S. degree in Engineering Management from Stanford University. We believe Mr. Shah is well qualified to serve as a director due to his experience serving on public company boards as well as prior senior management roles in the technology space. Supurna VedBrat serves as a director of Roadzen. 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. 71 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. In addition, since August 2014, she has served as a member of the board of directors of Live Oak Bancshares, a North Carolina-based bank with USD13 billion of assets. She currently serves as the Chair of Live Oak’s Risk Committee and is a member of both the Audit and Nominations and Governance Committees. 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 seven (7) members. Each director will be nominated for a one (1) year term to be elected at the subsequent annual meeting of the shareholders. At each succeeding annual meeting of the shareholders of Roadzen, each of the successors elected to replace the directors whose term expires at that annual meeting shall be elected for a one-year term or until the election and qualification of their respective successors in office, subject to their earlier death, resignation or removal. 72 Board of Directors Meetings During the year ended March 31, 2025, our board met 5 times, including videoconference meetings, the audit committee met 8 times, the compensation committee met 3 times and the nominating and corporate governance committee met 4 times. All directors attended 75% or more of the aggregate number of meetings of the board, all of the audit committee members attended 75% or more of the audit committee meetings, all of the compensation committee members attended 75% or more of the compensation committee meeting, and all of the nominating and corporate governance committee members attended 75% or more of the nominating and corporate governance committee meetings. Director Independence Nasdaq listing standards require that a majority of our board of directors be independent. An “independent director” is defined generally as a person who has no material relationship with the listed company (either directly or as a partner, shareholder or officer of an organization that has a relationship with the company). Roadzen’s board of directors has seven (7) directors. Roadzen has determined that each of Mr. Adhikari, Mr. Shah, 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 $200,000 in annual compensation for services rendered to Roadzen. The Chairman and the Audit Chair are entitled to receive an extra $50,000 in annual compensation. The non-employee directors have elected to receive their compensation for fiscal year 2025 only in equity, however, no cash compensation or equity awards have been paid or issued as of this filing. Roadzen 2023 Incentive Plan Roadzen adopted the Roadzen 2023 Omnibus Incentive Plan (the “Incentive Plan”), to be administered by the Roadzen board or by a committee or administrator appointed by the 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. 73 ● 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. 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 and Mr. Shah serve as members of our compensation committee. Under the Nasdaq listing standards and applicable SEC rules, we are required to have at least two (2) members of the compensation committee, all of whom must be independent. Mr. Adhikari and Mr. Shah are both independent. Mr. Adhikari serves as chair of the compensation committee. The purpose of the compensation committee, amongst other things, is to assist our board of directors in discharging its responsibilities relating to (i) setting our compensation programs and compensation of our executive officers and directors, (ii) monitoring our incentive and equity-based compensation plans, and (iii) preparing the compensation committee report required to be included in our proxy statement under the rules and regulations of the SEC. Our board of directors has adopted a written charter for the compensation committee, which is available on our website. The charter also provides that the compensation committee may, in its sole discretion, retain or obtain the advice of a compensation consultant, legal counsel or other adviser and is directly responsible for the appointment, compensation and oversight of the work of any such adviser. The compensation committee will consider the independence of each adviser, including the factors required by Nasdaq and the SEC, before engaging or receiving advice from a compensation consultant, external legal counsel or any other adviser. Nominating and Corporate Governance Committee Ms. Ashcroft and Mr. Shah serve as members of our nominating and corporate governance committee. Under the Nasdaq listing standards and applicable SEC rules, we are required to have at least two (2) members of the nominating and corporate governance committee, all of whom must be independent. Ms. Ashcroft and Mr. Shah are both 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. 74 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. Code of Business Conduct We adopted a new code of business conduct (the “code of business conduct”) that applies to all of our directors, officers and employees, including our Chief Executive Officer, Chief Financial Officer and Chief Operating Officer, which is available on our website. Our code of business conduct is a “code of ethics,” as defined in Item 406(b) of Regulation S-K. Copies of the code of business conduct and charters for each of our committees will be provided without charge upon request from us and are posted on our website. We will make any legally required disclosures regarding amendments to, or waivers of, provisions of our code of ethics on our Internet website. Corporate Governance Guidelines Our board of directors adopted corporate governance guidelines in accordance with the corporate governance rules of Nasdaq that serve as a flexible framework within which our board of directors and its committees operate. These guidelines cover a number of areas including board membership criteria and director qualifications, director responsibilities, board agenda, roles of the chair of the board, principal executive officer and presiding director, meetings of independent directors, committee responsibilities and assignments, board member access to management and independent advisors, director communications with third parties, director compensation, director orientation and continuing education, evaluation of senior management and management succession planning. A copy of our corporate governance guidelines is posted on our website. Delinquent Section 16(a) Reports Section 16(a) of the Securities and Exchange Act of 1934, as amended, requires our officers, directors, and beneficial owners of more than 10% of our equity securities to timely file certain reports regarding ownership of and transactions in our securities with the Securities and Exchange Commission. Copies of the required filings must also be furnished to us. Section 16(a) compliance was required during the fiscal year ended March 31, 2025. To our knowledge, during the fiscal year ended March 31, 2025, all Section 16(a) filing requirements applicable to our officers, directors and greater than 10% beneficial owners were complied with, except for the following late filings: (1) a Form 4 for Rohan Malhotra filed on March 17, 2025; (2) a Form 4 for Rohan Malhotra filed on September 9, 2024; (3) a Form 4 filed for Supurna VedBrat filed on August 21, 2024; and (4) a Form 3 for Element Ventures LP and Element Ventures General Partner LLP filed on May 7, 2024. 75 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, 2025 (“Fiscal Year 2025”), 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 2025 with compensation in excess of $100,000. This discussion may contain forward-looking statements that are based on current plans, considerations, expectations and determinations regarding future compensation programs. Actual compensation programs that Roadzen adopts could vary significantly from historical practices and currently planned programs summarized in this discussion. Roadzen Executive Compensation Program The objective of Roadzen’s compensation program is to provide a total compensation package to its executives, including its NEOs, that will enable Roadzen to attract, motivate and retain outstanding individuals, align the interests of our executive team with those of our shareholders, encourage individual and collective contributions to the successful execution of our short- and long-term business strategies and reward our executives for performance. The board of directors of Roadzen has historically determined the compensation for Mr. Malhotra. The Fiscal Year 2025 compensation program for Mr. Malhotra consisted of base salary, as described below and was paid in Indian rupees (“INR”). Amounts paid in INR have been translated into USD using the exchange rate in effect on the last day of Fiscal Year 2025, which was a rate of 1 INR to 0.01168 USD. ● Base Salary. Mr. Malhotra is paid a base salary commensurate with his skill set, experience, performance, role and responsibilities. For Fiscal Year 2025, Mr. Malhotra’s annual salary was INR 9,000,000 (USD 105,163). ● Short-Term Cash Incentives. For Fiscal Year 2025, Roadzen did not pay Mr. Malhotra a discretionary cash bonus. During Fiscal Year 2025, Roadzen did not grant any short-term cash bonuses to Mr. Malhotra pursuant to any non-equity incentive plan. ● Short-Term Equity Incentives. For Fiscal Year 2025, Roadzen did not grant any short-term equity incentive awards to Mr. Malhotra. ● Long-Term Equity Incentives. During Fiscal Year 2025, Roadzen did not grant any long-term equity incentive awards to Mr. Malhotra. The Fiscal Year 2025 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 2025, Mr. Gallardo’s annual salary was USD 250,000. ● Short-Term Cash Incentives. For Fiscal Year 2025, Roadzen did not pay Mr. Gallardo a discretionary cash bonus. During Fiscal Year 2025, Roadzen did not grant any short-term cash bonuses to Mr. Gallardo pursuant to any non-equity incentive plan. ● Short-Term Equity Incentives. For Fiscal Year 2025, Roadzen did not grant any short-term equity incentive awards to Mr. Gallardo. ● Long-Term Equity Incentives. During Fiscal Year 2025, Roadzen did not grant any long-term equity incentive awards to Mr. Gallardo. The Fiscal Year 2025 compensation program for Mr. Kamboj consisted of base salary, as described below and was paid in INR. Amounts paid in INR have been translated into USD using the exchange rate in effect on the last day of Fiscal Year 2025, which was a rate of 1 INR to 0.01168 USD. ● Base Salary. Mr. Kamboj is paid a base salary commensurate with his skill set, experience, performance, role and responsibilities. For Fiscal Year 2025, Mr. Kamboj’s annual salary was reduced to INR 4,500,000 (USD 52,582). 76 ● Short-Term Cash Incentives. For Fiscal Year 2025, Roadzen did not pay Mr. Kamboj a discretionary cash bonus. During Fiscal Year 2025, Roadzen did not grant any short-term cash bonuses to Mr. Kamboj pursuant to any non-equity incentive plan. ● Short-Term Equity Incentives. For Fiscal Year 2025, Roadzen did not grant any short-term equity incentive awards to Mr. Kamboj. ● Long-Term Equity Incentives. During Fiscal Year 2025, 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, 2025 and the fiscal year ended March 31, 2024. Name and Principal Position Year Salary ($) Bonus ($) Share Awards ($) (2) Total ($) Rohan Malhotra (1) Chief Executive Officer 2025 105,163 — - 105,163 2024 107,947 - 60,827,237 60,935,184 Jean-Noël Gallardo Chief Financial Officer 2025 250,000 — 430,100 680,100 2024 47,502 - - 47,502 Ankur Kamboj (1) Chief Operating Officer 2025 52,582 — - 52,582 2024 61,941 — 13,537,579 13,599,520 (1) For Fiscal Year 2025 and Fiscal Year 2024, Messrs. Malhotra and Kamboj’s cash compensation was paid in INR. Amounts paid in INR were translated into USD using the exchange rate in effect on the last day of the fiscal year: for Fiscal Year 2025 – 1 INR = 0.01168 USD, for Fiscal Year 2024 – 1 INR = 0.01199 USD. (2) Each amount represents the grant date fair value of the RSUs granted during the applicable fiscal year, calculated using the Black-Scholes model. See Note 26 in the F-pages for the assumptions used in calculating this amount. Each Roadzen (DE) RSU was granted on September 18, 2023 with a 1-year vesting period per the following table later extended for a further period of 1 year: 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: 77 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 70,109; 1 INR = 0.01168 USD as of March 31, 2025) 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. Outstanding Equity Awards at End of Fiscal Year 2025 Mr. Malhotra had 5,616,550 Roadzen (BVI) RSUs as of March 31, 2025, which will vest on September 17, 2025. Mr. Gallardo had 115,000 Roadzen (BVI) RSUs as of March 31, 2025, which vest as follows: 38,333 on November 21, 2024, 38,333 on November 21, 2025 and 38,334 on November 21, 2026. Mr. Kamboj had 1,250,007 Roadzen (BVI) RSUs as of March 31, 2025, which will vest on September 17, 2025. The following table summarizes the outstanding equity awards held by each of our named executive officers as of March 31, 2025, which were granted under our Incentive Plan: 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 $ 5,841,212 Jean-Noël Gallardo - $ 0 115,000 $ 119,600 Ankur Kamboj - $ 0 1,250,007 $ 1,300,007 (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, 2025 of $1.04 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, 2025, or at any other point during Fiscal Year 2025, 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. 78 Director Compensation Roadzen’s non-employee directors are entitled to receive $200,000 in annual compensation for services rendered to Roadzen for the fiscal year ended March 31, 2025. The Chairman and the Audit Chair are entitled to receive an extra $50,000 in annual compensation for the fiscal year ended March 31, 2025. The non-employee directors have elected to receive their compensation for fiscal year 2025 only in equity, however, no cash compensation or equity awards have been paid or issued as of this filing. The following table sets forth information regarding compensation of each director, other than named executive officers, for the fiscal year ended March 31, 2025, to be paid in the form of RSU grants. Name Fees Earned or Paid in Cash ($) Option Awards ($) All Other Compensation ($) Total ($) Saurav Adhikari $ 200,000 $ 0 $ 0 $ 200,000 Steven Carlson $ 250,000 $ 0 $ 0 $ 250,000 Ajay Shah $ 200,000 $ 0 $ 0 $ 200,000 Supurna VedBrat $ 200,000 $ 0 $ 0 $ 200,000 Zoë Ashcroft $ 200,000 $ 0 $ 0 $ 200,000 Diane B. Glossman $ 250,000 $ 0 $ 0 $ 250,000 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. 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. 79 The general purpose of the ESPP is to allow employees an opportunity to participate in the ownership of the Company through deductions from their pay to be utilized to purchase ordinary shares of the Company at prices that could be at a discount to the market. The following table summarizes the number of Ordinary Shares authorized for issuance under our equity compensation plans as of March 31, 2025. Number of securities to be issued upon exercise of outstanding options, warrants and rights Weighted-average exercise price of outstanding options, warrants and rights Number of securities remaining available for future issuances under equity compensation plans (excluding securities reflected in column (a)) Plan Category (a) (b) (c) Equity compensation plans approved by security holders (1) 9,722,920 (2) $ 0 15,213,946 (3) Equity compensation plans not approved by security holders - - - Total 9,722,920 $ - 15,213,946 (1) The amounts shown in this row include the Incentive Plan and the 2023 Employee Stock Purchase Plan. (2) Consists of 10,118,500 RSUs granted, of which 395,580 were canceled as a result of recipient employees that left the Company. (3) Includes 13,845,130 Ordinary Shares reserved for future equity awards under the Incentive Plan and 1,368,816 Ordinary Shares available for purchase under the 2023 Employee Stock Purchase Plan. Securities Beneficial Ownership Table The following table sets forth beneficial ownership of our ordinary shares as of June 20, 2025 by: ● each person who is the beneficial owner of more than 5% of the issued and outstanding Ordinary Shares; 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 20, 2025. Our beneficial ownership is based on 74,290,986 Ordinary Shares issued and outstanding as of June 20, 2025. Unless otherwise indicated, we believe that all persons named in the table below have sole voting and investment power with respect to all Ordinary Shares beneficially owned by them. To our knowledge, no Ordinary Shares beneficially owned by any executive officer or director have been pledged as security. 80 The following table illustrates varying beneficial ownership levels in Roadzen with the percentage of outstanding shares based on Ordinary Shares as of June 20, 2025: 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) 18,326,904 24.7 % Jean-Noël Gallardo (10) 38,333 * Ankur Kamboj (11) 0 * Saurav Adhikari 0 - Steven Carlson (12) 892,857 1.2 % Ajay Shah (3) 537,399 * Supurna VedBrat (9) 183,223 * Zoë Ashcroft 0 - Diane B. Glossman 25,000 * All directors and executive officers as a group (9 individuals) 26.9 % Five or more Percent Holders Vahanna LLC (4) 4,777,500 6.4 % Avacara PTE, Ltd. (5) 17,473,213 23.5 % EVP I LP (6) 5,177,178 7.0 % WI Harper Fund VIII LP (7) 6,486,281 8.7 % 13books Capital LP (8) 7,696,191 10.4 % * 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 17, 2025 by Rohan Malhotra, a citizen of India. Includes 807,837 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 17,473,213 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, 2025, subject to Mr. Malhotra’s continuous service with the Issuer through the vesting date. The business address of Mr. Malhotra is c/o Roadzen Inc., 111 Anza Blvd., Suite 109, Burlingame, CA 94010. (3) Based on Form 4s filed on December 15, 2023 and April 24, 2024, by Ajay Shah. These securities include 487,399 Ordinary Shares that are held by Krishnan-Shah Family Partners LP, and 50,000 Ordinary Shares exercisable from the warrants issued to Krishnan-Shah Family Partners LP in connection with a loan made by Krishnan-Shah Family Partners LP to Roadzen on March 28, 2024, with such warrants exercisable in full on March 28, 2025. The Ajay B. Shah & Lata K. Shah 1996 Trust LP is the general partner of Krishnan-Shah Family Partners LP (the “General Partner”). Mr. Shah and his wife, Mrs. Lata K. Shah, are the trustees of the General Partner and have voting and dispositive control over the securities held by Krishnan-Shah Family Partners LP. Accordingly, Mr. Shah and Mrs. Shah may be deemed to beneficially own the securities held by Krishnan-Shah Family Partners LP. (4) Based on a Schedule 13G filed on July 11, 2024, by Vahanna LLC. Vinode Ramgopal and Akshaya Bhargava were the managers of Vahanna LLC. Mr. Ramgopal and Mr. Bhargava had voting and investment discretion with respect to the ordinary shares held of record by Vahanna LLC. As such, Mr. Ramgopal and Mr. Bhargava may be deemed to share beneficial ownership of the ordinary shares held directly by Vahanna LLC. Each of Mr. Ramgopal and Mr. Bhargava disclaimed any beneficial ownership of the shares held by Vahanna LLC, except to the extent of their pecuniary interest therein. The business address given for Vahanna LLC was 1230 Avenue of the Americas, 16th Floor, New York NY 10020. (5) Based on a Form 4 filed on December 31, 2024 by Avacara Pte. Ltd (“Avacara”). Avacara owns 17,473,213 shares owned by Avacara PTE. 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 811,189 shares owned by RM Securities LLC and Mr. Malhotra. (6) Based on a Schedule 13G filed on February 22, 2024, by EVP I LP and Eos VP I GP Limited. The principal business address of each of the reporting persons is North Suite 2, Town Mills, Rue Du Pre, St. Peter Port, Guernsey, GY1, 1L. 81 (7) Based on a Schedule 13G filed on February 7, 2024, by (i) WI Harper Fund VIII LP, a Cayman Islands exempted limited partnership (“WI Harper VIII”); (ii) WI Harper Fund VIII Management LP, a Cayman Islands exempted limited partnership (“Management VIII”); (iii) WI Harper Fund VII GP LLC, a Cayman Islands limited liability company (“GP LLC”); and (iv) Peter Liu (“Liu”), a citizen of the United States. Management VIII is the general partner of WI Harper VIII and may be deemed to have sole power to vote and sole power to dispose of shares of the Company directly owned by WI Harper VIII. GP LLC is the general partner of Management VIII and may be deemed to have sole power to vote and sole power to dispose of shares of the Company directly owned by WI Harper VIII. Liu is the sole member of GP LLC and may be deemed to have sole power to vote and sole power to dispose of shares of the Company directly owned by WI Harper VIII. The address for each of WI Harper VIII, Management VIII and GP LLC is PO Box 309, Ugland House, Grand Cayman, KY1-1104, Cayman Islands. The address for Liu is 10F-2, Ruentex Banking Tower, 76 Tun Hua South Road, Section 2, Taipei TW 106. (8) Based on a Schedule 13G filed on May 7, 2024, on behalf (i) 13books Capital LP, formerly known as Element Ventures LP, a Private Fund Limited Partnership duly registered under the laws of England and Wales (“13books”), and (ii) 13books Capital General Partner LLP, formerly known as Element Ventures General Partner LLP, a Limited Liability Partnership duly registered under the laws of England and Wales ( “13 books GP” and with 13books, the “Reporting Persons”). 13books Capital General Partner LLP is the general partner of 13books and may be deemed to have sole power to vote and sole power to dispose of the shares of the Company directly owned by 13books. The principal business address of each of the Reporting Persons is First Floor, 80 Clerkenwell Road, London EC1M 5RJ. (9) Based on Form 4 filed on March 3, 2025, including 18,050 Ordinary Shares, 6,350 Ordinary Shares underlying warrants exercisable at $11.50, 58,823 Ordinary Shares underlying convertible debentures convertible at $8.50 per Ordinary Share, and 100,000 Ordinary Shares exercisable from the warrants of Roadzen. (10) Based on a Form 4 filed on May 29, 2024. Includes Ordinary Shares underlying the RSUs issued to Mr. Gallardo under the Plan. Each RSU representing a contingent right to receive one Ordinary Share. The RSUs vest as follows: 38,333 on November 21, 2024, 38,333 on November 21, 2025 and 38,334 on November 21, 2026. (11) Based on a Form 4 filed on September 22, 2023. Does not include Ordinary Shares underlying the RSUs issued to Mr. Kamboj under the Plan. Each RSU representing a contingent right to receive one Ordinary Share. Each RSU fully vests on September 17, 2025. (12) Based on a form 4 filed on December 31, 2024. Marco Polo Securities, Inc. (“MP”) is the record holder of these Ordinary Shares. 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 MP is 1230 Avenue of the Americas, 16th Floor, New York, NY 10020. 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, 2024, there has not been and there is not currently proposed, any transaction or series of similar transactions to which we were, or will be, a party in which the amount involved exceeded, or will exceed, the lesser of (i) $120,000 or (ii) one percent of the average of our total assets for the last two completed fiscal years, and in which any director, executive officer, holder of five percent or more of any class of our capital stock or any member of the immediate family of, or entities affiliated with, any of the foregoing persons, had, or will have, a direct or indirect material interest. 82 On December 27, 2024, Roadzen entered into two separate subscription agreements (the “Subscription Agreements”) with Marco Polo Securities, Inc. (“Marco Polo”) and Avacara PTE Ltd. (“Avacara”). Pursuant to the terms of the Subscription Agreements, on that date, approximately $3.5 million in aggregate of liabilities of Roadzen to such entities was canceled in exchange for the issuance of an aggregate of 1,227,867 Ordinary Shares of Roadzen (with 892,857 Ordinary Shares issued to Marco Polo and 335,000 Ordinary Shares issued to Avacara), as contemplated by the binding term sheets entered into by Roadzen on July 18, 2024. The Chairman of the Board of Roadzen, Steven Carlson, is the principal owner of Marco Polo and Roadzen’s Chief Executive Officer, Rohan Malhotra, is the principal owner and Managing Partner of Avacara, a significant shareholder of Roadzen. The Subscription Agreements include customary “piggyback” registration rights, as well as demand registration rights which require Roadzen to register the Shares if requested by Marco Polo or Avacara in the event that the Shares have not been registered on a “piggyback” basis within 90 days following the closing of the transactions contemplated by the Subscription Agreement (the “Closing”). Also on December 27, 2024, Roadzen entered into separate lock-up letter agreements (the “Lock-Up Agreements”) with each of Marco Polo and Avacara, pursuant to which each such entity agreed not to sell any of the Ordinary Shares issued to it for a period of nine months following the Closing, except that 30% of each holder’s Ordinary Shares may be sold as of the 91st day after the Closing Date, another 30% may be sold on the 181st day after the Closing Date and the remainder may be sold as of one day after the nine month anniversary of the Closing Date. On November 8, 2024, Roadzen entered into separate amendments (the “RSU Amendments”) to the restricted stock unit awards (the “RSUs”) previously granted to Rohan Malhotra, Roadzen’s Chief Executive Officer and a director, and Ankur Kamboj, Roadzen’s Chief Operating Officer. Pursuant to the RSU Amendments, each of which was effective as of September 13, 2024, the 5,616,550 RSUs previously granted by Roadzen to Mr. Malhotra and the 1,250,007 RSUs previously granted by Roadzen to Mr. Kamboj were each amended to change the date on which such RSUs vest in full (subject to the executive’s continuous service with Roadzen through the vesting date) from September 18, 2024 to September 17, 2025. Effective as of September 24, 2024, Roadzen entered into separate letter agreements (the “Lock-Up Amendments”) with two of its significant shareholders, Avacara and Vahanna, pursuant to which each such shareholder agreed to amend the lock-up agreement previously entered into between such shareholder and Roadzen, as described in the Current Report on Form 8-K filed by Roadzen on September 27, 2023 (such prior agreements, together with the lock-up agreements entered into with other shareholders of Roadzen and described in such Form 8-K, the “Lock-Up Agreements”). Pursuant to the terms of the Lock-Up Amendments, Avacara and Vahanna agreed to extend the term of the restrictions on transfer contained in the Lock-Up Agreements by an additional year, from September 20, 2024 to September 20, 2025 (or such earlier date that the closing price of Roadzen’s Ordinary Shares equals or exceeds $12.00 (as adjusted for share recapitalizations, subdivisions, reorganizations, recapitalizations and the like), for 20 trading days within 30 trading day period. Avacara is controlled by Rohan Malhotra, Roadzen’s Chief Executive Officer and a member of Roadzen’s board of directors. Roadzen has been advised by a number of its other shareholders who are party to Lock-Up Agreements that they agree to the terms of the Lock-Up Amendments, and Roadzen expects to enter into letter agreements that are substantially similar to the Lock-Up Amendments with these other shareholders. On March 28, 2024, Roadzen entered into a Securities Purchase Agreement (the “SPA”) with Supurna VedBrat and Krishnan-Shah Family Partners, LP (together, the “Purchasers”), pursuant to which Roadzen agreed to issue and sell to the Purchasers, and the Purchasers agreed to purchase from Roadzen, an aggregate of up to $2 million in principal amount of senior secured notes (the “Notes”). Ms. VedBrat is a director of Roadzen. Ajay Shah, another director of Roadzen, and his wife, are trustees of the general partner of the Krishnan-Shah Family Partners, LP. Pursuant to the terms of the SPA, Roadzen agreed to issue to each Purchaser, warrants (the “Warrants”) to purchase, for each $10,000 in original principal amount of Notes purchased, 1,000 of Roadzen’s ordinary shares (“Ordinary Shares”). Accordingly, on April 22, 2024, Roadzen issued Warrants to purchase 50,000 Ordinary Shares to Krishnan-Shah Family Partners, LP, and Roadzen expects to issue Warrants to purchase such number of Ordinary Shares to Ms. VedBrat in the near future. Each Warrant will be exercisable at any time during the period commencing on March 28, 2025 (or earlier under certain circumstances described in the Warrants) (as applicable, the “Vesting Date”) through March 28, 2031 (or until the dissolution, liquidation or winding up of Roadzen, if earlier). The exercise price of the Warrants is equal to 80% of the lower of (i) the volume weighted average price (the “VWAP”) of the Ordinary Shares, as reported on the relevant market or exchange, over the 60 trading days subsequent to the first loan funding, (ii) the opening price of any public offering of straight equity securities of Roadzen occurring within six months after the issue date of the Warrants and (iii) the VWAP of the Ordinary Shares over the 60 trading days immediately prior to the Vesting Date. The Warrants have customary anti-dilution protections in the event Roadzen declares dividends or distributions on the Ordinary Shares or subdivides, combines or reclassifies its outstanding Ordinary Shares. 83 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, 2025 For the year ended March 31, 2024 (in thousands) Audit Fees (1) $ 205.0 206.5 Audit-Related Fees (2) 15.0 118.0 Tax Fees (3) - - All Other Fees (4) - - Total 220.0 324.5 (1) Audit fees consist of fees billed for professional services rendered for the audit of our year-end financial statements and services that are normally provided by ASA, as applicable, in connection with regulatory filings. (2) Audit-related fees consist of fees billed for assurance and related services that are reasonably related to performance of the audit or review of our financial statements and are not reported under “Audit Fees.” These services include attest services that are not required by statute or regulation and consultations concerning financial accounting and reporting standards. The March 31, 2024 fees include $26.8 thousands towards ASA & Associates LLP (current auditors) and $91.2 thousands towards Marcum LLP (auditors before the Business Combination). (3) Tax fees consist of fees billed for professional services relating to tax compliance, tax planning and tax advice. (4) All other fees consist of fees billed for all other services. Audit Committee Pre-Approval Policy and Procedures Roadzen’s audit committee was formed in connection with the effectiveness of our registration statement for its initial public offering. As a result, the audit committee did not pre-approve all of the foregoing services, although any services rendered prior to the formation of our audit committee were approved by the Company’s board of directors. Since the formation of its audit committee, and on a going-forward basis, the audit committee has and will pre-approve all audit services and permitted non-audit services to be performed for it by its auditors, including the fees and terms thereof (subject to the de minimis exceptions for non-audit services described in the Exchange Act which are approved by the audit committee prior to the completion of the audit). 84 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, 2025 and March 31, 2024 F-3 Consolidated Statements of Operations for the year ended March 31, 2025 and 2024 F-4 Consolidated Statements of Cash Flows for the year ended March 31, 2025 and 2024 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 Incorporated by Reference Exhibit Number Description Form File Number Exhibit Filing Date 3.1 Amended and Restated Memorandum and Articles of Association of Roadzen Inc. 8-K 001-40194 3.1 9/26/2023 4.1 Form of Specimen Ordinary Shares Certificate of Roadzen Inc. 8-K 001-40194 4.1 9/26/2023 4.2 Form of Warrant Certificate of Roadzen Inc. 8-K 001-40194 4.2 9/26/2023 4.3 Warrant Agreement, dated November 22, 2021 8-K 001-40194 4.1 11/29/2021 4.4 Form of convertible debenture 8-K 001-40194 4.1 1/24/2024 4.5 Form of Senior Secured Notes (incorporated by reference to Exhibit 4.1 of Roadzen’s Current Report on Form 8-K (File No. 001-41094), filed with the Securities and Exchange Commission on April 4, 2024). 8-K 001-40194 4.1 4/4/2024 4.6 Amended and Restated Warrant 8-K 001-40194 4.1 3/5/2025 85 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 9/6/2023 10.9 † Roadzen Inc. 2023 Omnibus Incentive Plan. (incorporated by reference to Exhibit 10.8 of Roadzen Inc.’s Current Report on Form 8-K (File No. 001-40194), filed with the Securities and Exchange Commission on September 26, 2023) 8-K 001-40194 10.8 9/26/2023 10.10 † Roadzen Inc. 2023 Employee Stock Purchase Plan. (incorporated by reference to Exhibit 10.9 of Roadzen Inc.’s Current Report on Form 8-K (File No. 001-40194), filed with the Securities and Exchange Commission on September 26, 2023) 8-K 001-40194 10.9 9/26/2023 86 10.11 Note Purchase Agreement, dated June 30, 2023, by and among Roadzen, Inc., Mizuho Securities USA LLC and other parties named thereto. Amendment No. 4 to Form S-4 333-269747 10.11 8/14/2023 10.12 Forward Purchase Agreement Confirmation Amendment dated as of January 30, 2024 8-K 001-41094 10.1 2/5/2024 10.13 Securities Purchase Agreement, dated as of December 15, 2023, between Roadzen Inc. and the investors party thereto from time to time 8-K 001-41094 10.1 1/24/2024 10.14 Letter agreement, dated as of January 19, 2024, between Roadzen Inc. and Supurna VedBrat. 8-K 001-41094 10.2 1/24/2024 10.15 Employment Agreement dated January 4, 2024 between Roadzen Inc. and Jean-Noël Gallardo (incorporated by reference to Exhibit 10.1 of Roadzen Inc.’s Current Report on Form 8-K (File No. 001-41094), filed with the Securities and Exchange Commission on January 8, 2024). 8-K 001-41094 10.1 1/8/2024 10.16 Securities Purchase Agreement, dated as of March 28, 2024 (incorporated by reference to Exhibit 10.1 of Roadzen Inc.’s Current Report on Form 8-K (File No. 001-41094), filed with the Securities and Exchange Commission on April 4, 2024). 8-K 001-41094 10.1 4/4/2024 10.17 Amendment No. 2 to Senior Secured Note Purchase Agreement, dated as of February 28, 2025. 8-K 001-41094 10.1 3/5/2025 10.18 Placement Agency Agreement, dated January 2, 2025 8-K 001-41094 10.1 1/6/2025 10.19 Form of Subscription Agreement, dated as of December 27, 2024 8-K 001-41094 10.1 1/2/2025 10.20 Form of Lock-Up Agreement, dated as of December 27, 2024 8-K 001-41094 10.2 1/2/2025 10.21 Underwriting Agreement dated December 15, 2024 between Roadzen Inc. and ThinkEquity LLC. 8-K 001-41094 1.1 12/17/2024 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 87 14.1 Code of Business Conduct (incorporated by reference to Exhibit 14.1 of Roadzen Inc.’s Current Report on Form 8-K (File No. 001-41094), filed with the Securities and Exchange Commission on September 26, 2023). 8-K 001-41094 14.1 9/26/2023 19.1* Insider Trading Policy - - - - 21.1 List of Subsidiaries. 8-K 001-41094 21.1 9/26/2023 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. 88 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, 2025 and March 31, 2024 F-3 Consolidated Statements of Operations for the year ended March 31, 2025 and 2024 F-4 Consolidated Statements of Cash Flows for the year ended March 31, 2025 and 2024 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, 2025 and 2024, the related consolidated statements of operations, consolidated statement of comprehensive loss, consolidated statement of shareholders’ equity/deficit and consolidated statement of cash flow for each of the two years ended March 31, 2025 and 2024, and the related notes (collectively referred as the “consolidated financial statements”). In our opinion, the consolidated financial statements present fairly, in all material respects, the financial position of the Company as of March 31, 2025 and 2024, and the results of its operations and its cash flows for each of the two years ended March 31, 2025 and 2024, in conformity with accounting principles generally accepted in the United States of America. 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 incurred significant losses and needs to raise additional funds to meet its obligations and sustain its operations. These conditions among others, raised substantial doubt about the Company’s ability to continue as a going concern. Management’s plans on alleviation of doubt on going concern are also described in Note 2(b). The 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 26, 2025 F- 2 Roadzen Inc. Consolidated Balance Sheets (in US $, except share count) Particulars As of March 31, 2025 As of March 31, 2024 Assets Current assets: Cash and cash equivalents 4,836,576 11,186,095 Accounts receivable, net 2,625,385 3,652,380 Inventories 202,535 70,667 Prepayments and other current assets 19,092,595 34,426,335 Investments 197,805 507,094 Total current assets 26,954,896 49,842,571 Non current assets Restricted cash 217,064 378,993 Non marketable securities 269,470 1,514,796 Property and equipment, net 602,923 454,589 Goodwill 2,061,553 2,061,553 Operating lease right-of-use assets 1,109,219 822,327 Intangible assets, net 1,243,253 2,989,604 Other long-term assets 120,972 71,913 Total Non current assets 5,624,454 8,293,775 Total assets 32,579,350 58,136,346 Liabilities and shareholders’ Equity/(Deficit) Current liabilities Current portion of long-term borrowings 2,904,444 2,228,471 Short-term borrowings 19,865,645 15,754,829 Accounts payable and accrued expenses 30,254,010 38,492,487 Derivative warrant liabilities 1,489,818 5,585,955 Short-term operating lease liabilities 318,921 358,802 Other current liabilities 2,102,466 3,231,962 Total current liabilities 56,935,304 65,652,506 Non current liabilities Long-term borrowings 139,775 1,472,933 Long-term operating lease liabilities 628,400 268,856 Other long-term liabilities 566,651 1,241,917 Total Non current liabilities 1,334,826 2,983,706 Total liabilities 58,270,130 68,636,212 Commitments and contingencies (refer note 22) - - Shareholders’ Equity/(Deficit) Ordinary Shares and additional paid in capital, $ 0.0001 par value per share, 220,000,000 shares authorized as of March 31, 2025 and March 31, 2024; 74,290,986 and 68,440,829 shares outstanding as of March 31, 2025 and March 31, 2024 respectively 95,501,291 84,974,378 Accumulated deficit ( 223,826,442 ) ( 151,008,419 ) Accumulated other comprehensive income/(loss) ( 468,859 ) ( 600,501 ) Other components of equity 103,720,113 56,560,706 Total shareholders’ deficit ( 25,073,897 ) ( 10,073,836 ) Non-controlling interest ( 616,883 ) ( 426,030 ) Total deficit ( 25,690,780 ) ( 10,499,866 ) Total liabilities and Total Deficit 32,579,350 58,136,346 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) Particulars 2025 2024 For the Year ended March 31, Particulars 2025 2024 Revenue 44,296,098 46,724,287 Costs and expenses: Cost of services 18,833,218 18,132,757 Research and development 3,779,955 4,973,816 Sales and marketing 28,873,150 33,195,608 General and administrative 51,602,107 65,895,085 Depreciation and amortization 2,020,610 2,185,858 Total costs and expenses 105,109,040 124,383,124 Loss from operations ( 60,812,942 ) ( 77,658,837 ) Interest expense ( net ) ( 3,247,831 ) ( 2,291,123 ) Fair value gains/(losses) in financial instruments carried at fair value ( 14,844,420 ) ( 19,475,005 ) Gain on deconsolidation of subsidiaries - 2,098,745 Impairment of investment ( 1,245,326 ) ( 3,395,234 ) Other income (net) 7,073,235 838,728 Total other income/(expense) ( 12,264,342 ) ( 22,223,889 ) (Loss)/Income before income tax expense ( 73,077,284 ) ( 99,882,726 ) Less: income tax (benefit)/expense ( 13,973 ) ( 23,648 ) Net (loss)/income before non-controlling interest ( 73,063,311 ) ( 99,859,078 ) Net loss attributable to non-controlling interest, net of tax ( 192,879 ) ( 189,743 ) Net Loss attributable to Ordinary shareholders ( 72,870,432 ) ( 99,669,335 ) Net loss per share attributable to Ordinary shareholders Basic and diluted ( 1.04 ) ( 2.26 ) Weighted-average number of shares used in computing net loss per share 69,867,792 44,032,410 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) Particulars 2025 2024 For the Year ended March 31, Particulars 2025 2024 Cash flows from operating activities Net loss including non controlling interest ( 73,063,311 ) ( 99,859,078 ) Adjustments to reconcile net loss to net cash used in operating activities: Depreciation and amortization 2,020,610 2,185,858 Stock based compensation 47,211,816 56,303,135 Deferred income taxes ( 193,261 ) ( 86,020 ) Unrealised foreign exchange loss/(profit) 132,121 ( 459,190 ) Fair value losses in financial instruments carried at fair value 14,844,420 19,475,005 Gain on deconsolidation of subsidiaries - ( 2,098,745 ) Gain on fair valuation of investments - ( 1,812 ) Impairment of investment 1,245,326 3,395,234 Expected credit loss (net of reversal) 246,115 293,853 Provision on doubtful advances and receivables, - 4,877,222 Balances written off/(back) ( 8,143,051 ) ( 51,513 ) Adjustments, noncash items, to reconcile net income (loss) to cash provided by (used in) operating activities ( 15,699,215 ) ( 16,026,051 ) Changes in assets and liabilities, net of assets acquired and liabilities assumed from acquisitions: Inventories ( 131,868 ) ( 11,688 ) Income taxes, net - ( 64,243 ) Accounts receivables, net 780,880 5,865,550 Prepayments and other assets ( 4,822,952 ) ( 27,652,091 ) Accounts payable and accrued expenses 2,833,077 19,344,448 Other liabilities ( 1,102,120 ) ( 674,090 ) Net cash used in operating activities ( 18,142,198 ) ( 19,218,165 ) Cash flows from investing activities Purchase of property and equipment, intangible assets and goodwill ( 424,910 ) ( 455,924 ) Acquisition of businesses - ( 5,749,200 ) Proceeds from sale of mutual fund 309,289 - Investment in mutual funds - ( 500,000 ) Net cash used in investing activities ( 115,621 ) ( 6,705,124 ) Cash flows from financing activities Proceeds from business combination - 26,824 Proceeds from issue of preferred stock - 6,079,409 Proceeds from issue of ordinary stock 7,073,913 - Net proceeds/(payments) from borrowings 3,669,290 15,465,516 Proceeds from forward purchase agreement 1,000,000 3,790,633 Net cash generated from financing activities 11,743,203 25,362,382 Effect of exchange rate changes on cash and cash equivalents 3,168 ( 244,444 ) Net (decrease)/increase in cash and cash equivalents (including restricted cash) ( 6,511,448 ) ( 805,351 ) Cash acquired in business combination - 11,238,609 Cash and cash equivalents at the beginning of the period (including restricted cash) 11,565,088 1,131,830 Cash and cash equivalents at the end of the period (including restricted cash) 5,053,640 11,565,088 Reconciliation of cash and cash equivalents Cash and cash equivalents 4,836,576 11,186,095 Restricted cash 217,064 378,993 Total cash and cash equivalents 5,053,640 11,565,088 Supplemental disclosure of cash flow information Cash paid for interest, net of amounts capitalized 1,318,139 623,525 Non-cash investing and financing activities Consideration payable in connection with acquisitions 8,376,253 488,000 Interest accrued on borrowings 2,123,633 451,323 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) 2025 2024 For the Year ended March 31, 2025 2024 Net (loss)/income ( 72,870,432 ) ( 99,669,335 ) Changes in foreign currency translation reserve 133,747 ( 532,936 ) Less: changes in foreign currency translation reserve attributable to non-controlling interest 2,105 662 Other comprehensive income (loss) attributable to Roadzen Inc. ordinary shareholders 131,642 ( 533,598 ) Total comprehensive loss attributable to Roadzen Inc. ordinary shareholders ( 72,738,790 ) ( 100,202,933 ) 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) Shares Amount Shares Amount deficit Reserve compensation loss deficit Shareholders’ Equity/(Deficit) Convertible preferred stock Ordinary shares and additional paid in capital Accumulated Debenture Redemption Stock based Accumulated other comprehensive Total shareholders’ Particulars Shares Amount Shares Amount deficit Reserve compensation loss deficit Balance as of April 1, 2023 1,465,100 48,274,279 606,425 303,213 ( 51,448,299 ) 366,786 — ( 66,903 ) ( 50,845,203 ) Issuance of Series A1 stock during the period through rights issue 1,558,916 8,879,409 — — — — — — — Issuance of Series A1 stock during the period through conversion of loan 467,446 2,662,590 — — — — — — — Movement attributable to stock based Compensation Reserve 56,303,135 56,303,135 Net profit attributable to Ordinary shareholders — — — — ( 99,669,335 ) — — — ( 99,669,335 ) Impact of issuance/repayment of debenture — — — — 109,215 ( 109,215 ) — — — Other comprehensive income — — — — — — — ( 533,598 ) ( 533,598 ) Conversion of redeemable convertible preferred stock into common stock upon Business Combination ( 41,894,535 ) ( 59,816,278 ) 41,894,536 59,816,278 — — — — 59,816,278 Issuance of common stock upon Business Combination — — 10,044,309 24,854,887 — — — — 24,854,887 Balance as of March 31, 2024 — — 68,440,829 84,974,378 ( 151,008,419 ) 257,571 56,303,135 ( 600,501 ) ( 10,073,836 ) 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 ) Mezzanine equity — — 68,440,829 84,974,378 ( 151,008,419 ) 257,571 56,303,135 ( 600,501 ) ( 10,073,836 ) Issuance of Ordinary share 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 profit 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 ) Mezzanine equity — — 74,290,986 95,501,291 ( 223,826,442 ) 205,162 103,514,951 ( 468,859 ) ( 25,073,897 ) 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 and the United Kingdom. The Company is a leading Insurtech platform and provides solutions in relation to insurance products, including distribution, pre-inspection assistance, telematics, claims submission and administration, and roadside assistance. The consolidated financial statements include the accounts of Roadzen Inc. and its subsidiaries (collectively, “Roadzen” or the “Company”). Merger agreement 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”). In connection with the Closing (as defined below), and pursuant to the terms of the Merger Agreement, equity interests in Vahanna and Roadzen (DE) were converted into ordinary shares of Parent Company, $ 0.0001 par value (“Ordinary Shares”) as follows: (i) each outstanding share of common stock of Roadzen (DE) including shares of common stock issued upon conversion of each outstanding share of Roadzen (DE)’s convertible preferred stock, was cancelled and converted into 27.21 Ordinary Shares, (ii) each restricted stock unit of Roadzen (DE) (“Roadzen (DE) RSU”) was assumed and converted into the right to receive 27.21 restricted stock units of the Parent Company (each, a “RDZN RSU”) and were assumed as Substitute Awards under the Roadzen Inc. 2023 Omnibus Incentive Plan, (iii) each equity security of Roadzen (DE) other than Roadzen (DE) common stock and Roadzen (DE) RSUs (each, a “Roadzen (DE) Additional Security”) was assumed and converted into the right to receive equity interests that may vest, settle, convert or be exercised into 27.21 Ordinary Shares, (iv) each share of common stock of Merger Sub issued and outstanding immediately prior to the Closing was cancelled, retired and ceased to exist, and (v) each ordinary share of Vahanna (each, a “Vahanna Ordinary Share”) issued and outstanding immediately prior to the Closing and not redeemed in connection with the Redemption (as defined below) remained outstanding and is now one Ordinary Share. Further, in connection with the consummation of the Business Combination (the “Closing”), Vahanna changed its name to “Roadzen Inc.”. Beginning on September 21, 2023, the Company’s Ordinary Shares and warrants trade on the Nasdaq Global Market and Nasdaq Capital Market under the ticker symbol “RDZN” and “RDZNW” respectively. The Company determined that Roadzen (DE) was the accounting acquirer in the Business Combination based on an analysis of the criteria outlined in Accounting Standards Codification 805. The determination was primarily based on the following facts: - Roadzen (DE) stockholders having a controlling voting interest in the Company; -Roadzen (DE) existing management team serving as the initial management team of the Company and holding a majority of the initial board of directors of the Company; -Roadzen (DE) management continuing to hold executive management roles for the post-combination company and being responsible for the day-to-day operations; and - Roadzen (DE) operations comprising the ongoing operations of the Company. Accordingly, for accounting purposes, the Business Combination was treated as the equivalent of Roadzen (DE) issuing stock for the net assets of Vahanna, accompanied by a recapitalization. The primary assets acquired from Vahanna related to cash amounts and a forward purchase agreement (“FPA”) that was assumed at fair value upon closing of the Business Combination. No goodwill or other intangible assets were recorded as a result of the Business Combination. While Vahanna was the legal acquirer in the Business Combination, because Roadzen (DE) was deemed the accounting acquirer, the historical financial statements of Roadzen (DE) became the historical financial statements of the combined company upon the consummation of the Business Combination. As a result, the financial statements reflect (i) the historical operating results of Roadzen (DE) prior to the Business Combination; (ii) the combined results of Vahanna and Roadzen (DE) following the closing of the Business Combination; (iii) the assets and liabilities of Roadzen (DE) at their historical cost; and (iv) the Company’s equity structure for all periods presented. F- 8 Roadzen Inc. Notes to the consolidated financial statements (in US $, except share count) In accordance with guidance applicable to these circumstances, the equity structure has been retroactively restated in all comparative periods up to the Closing Date, to reflect the number of Ordinary Shares issued to Roadzen (DE) common stockholders, Roadzen (DE) convertible preferred stockholders and holders of Vahanna ordinary shares not redeemed in connection with the Redemption. As such, the shares and corresponding capital amounts and earnings per share related to Roadzen (DE) convertible preferred stock, the common stock of Roadzen (DE) and Vahanna Ordinary Shares not redeemed in connection with the Redemption prior to the Business Combination have been retroactively restated as shares reflecting the exchange ratio established in the Business Combination. 2. Summary of significant accounting policies a) Basis of presentation and consolidation The accompanying unaudited condensed 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”). 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. The accompanying unaudited condensed consolidated financial statements have been prepared on a consolidated basis and reflect the financial statements of the Parent Company and its subsidiaries. All intercompany balances and transactions have been eliminated. When the Company does not have a controlling interest in an investee but exerts significant influence over the investee, the Company applies the equity method of accounting. b) Liquidity and going concern The accompanying consolidated financial statements have been prepared on a going concern basis, which assumes the Company will continue to meet its obligations as they become due in the ordinary course of business. As of March 31, 2025 and 2024, the Company has incurred recurring operating losses, negative operating cash flows, and a negative working capital position. These conditions raise substantial doubt about the Company’s ability to continue as a going concern. However, management believes that this doubt can be alleviated based on a clear and executable mitigation strategy currently underway. To support this conclusion, the Company has implemented a comprehensive plan centered around capital raising, liability restructuring, and operational cost optimization. In FY25, the Company eliminated approximately $ 12.6 million in short-term liabilities through a combination of equity issuance and cash settlements. This included converting $ 3.4 million of liabilities into equity and settling $ 8.8 million of vendor payables for just $ 1.65 million in cash. Further, Roadzen is actively pursuing both equity and debt capital to strengthen its balance sheet. The Company is currently raising funds through a PIPE (Private Investment in Public Equity) transaction with original investors, which includes both fresh capital and the conversion of existing Vahanna debt into equity. The Company is also exploring new long-term credit facilities to refinance short-term obligations and create a more sustainable capital structure. Management remains engaged in active discussions to finalize additional equity and debt transactions over the coming months. Based on the progress made to date—demonstrated by completed transactions, advanced negotiations, and investor commitments—management believes it has formulated and is executing a viable plan to obtain sufficient liquidity to meet obligations as they fall due over the next 12 months. As a result, management expects to alleviate the substantial doubt regarding the Company’s ability to continue as a going concern. The consolidated financial statements do not include any adjustments relating to the recoverability of assets or the classification of liabilities that might be required should the Company be unable to continue as a going concern. c) Use of estimates The preparation of the unaudited condensed consolidated financial statements in conformity with U.S. GAAP requires management to make estimates and assumptions, which affect the reported amounts in the financial statements and accompanying notes. 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. F- 9 Roadzen Inc. Notes to the consolidated financial statements (in US $, except share count) 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) Reclassifications During the year ended March 31, 2025, the Company has reclassified certain expenses related to its India brokerage operations to better align with their true nature and industry practice. These expenses, initially categorized under Cost of Services, have been reclassified to Sales & Marketing expenses during the current quarter. This reclassification is based on the recognition that these costs are primarily associated with marketing and sales efforts, including advertising, promotions, and customer acquisition, which more accurately reflect the Company’s efforts to drive revenue. To maintain consistency and comparability, the Company has also adjusted the comparative financial statements of prior periods to conform to the current period presentation. Accordingly, the Company has reclassified $ 1,029,330 from Cost of Services to Sales & Marketing for the year ended March 31, 2025 and $ 192,285 in the year ended March 31, 2024. This reclassification impacts the Unaudited Condensed Consolidated Statements of Operations, where these expenses are now reported under Sales & Marketing instead of Cost of Services. This reclassification does not affect the Company’s net income or loss, nor does it alter the figures presented in the Unaudited Condensed Consolidated Balance Sheets, Unaudited Condensed Consolidated Statements of Cash Flows, or Unaudited Condensed Consolidated Statement of Shareholders’ Deficit. The change ensures that the financial statements provide a clearer and more accurate view of the Company’s cost structure. e) 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. 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 and extended warranty services is recorded over the tenure of contract which is usually one year . F- 10 Roadzen Inc. Notes to the consolidated financial statements (in US $, except share count) 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 to provide insurance support services which includes premium collection, policy administration, claims handling and processing, customer service, updating customer files, etc., to provide better customer experience for the policyholders/subscribers. Revenue is recognized over time as the performance obligations are satisfied through effort expended to research, investigate, evaluate, document and process claims, and control of these services are transferred to customers/insurance companies. The Company’s obligation to manage and process the claims under insurance support services can range from 1 one to seven years . The Company receives administration fees from its customers at inception of the contract prior to completion of transferring the services to the customer. The Company’s performance obligation under these contracts is to provide the above services as a stand ready obligation. The obligation to provide insurance services lies with the insurer and the Company has no interest other than receiving the commission/management fee retained. The Company provides the above services on behalf of the insurance companies and is accordingly considered as an agent for the purpose of recognizing revenue. The Company enters into contracts with Original Equipment Manufacturers (“OEMs”) primarily to administer the service plans/extended warranty schemes launched by OEMs. The Company’s performance obligation under these contracts is to administer these programs. The Company acts on behalf of the OEMs and is accordingly considered as an agent for the purpose of recognizing revenue, as the primary obligation to fulfill the service/extended warranty schemes belongs to the OEMs. The administration fees received from the provision of service plan administration is recorded ratably over the tenure of contract which usually ranges from 1 one to seven years . f) Contract assets and liabilities A contract asset (unbilled revenue) is the right to receive consideration in exchange for goods or services transferred to the customer. If the Company performs by transferring goods or services to a customer before the customer pays consideration or before payment is due, a contract asset is recognized for the earned consideration that is conditional. 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. g) 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. F- 11 Roadzen Inc. Notes to the consolidated financial statements (in US $, except share count) h) 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. i) 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. The reconciliation of cash and cash equivalents and restricted cash and cash equivalents to the consolidated balance sheets amounts are as follows: Schedule of reconciliation of cash and cash equivalents and restricted cash and cash equivalents March 31, 2025 March 31, 2024 Cash and cash equivalents 4,836,576 11,186,095 Restricted cash and cash equivalents—current — — Restricted cash and cash equivalents—non-current 217,064 378,993 j) 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. k) Accounts receivable, net Accounts receivables are recorded at invoice value, net of allowance for doubtful accounts. On a periodic basis, management evaluates its accounts receivable and determines whether to provide an allowance or if any accounts should be written off based on a past history of write-offs, collections, and current credit conditions. A receivable is considered past due if the Company has not received payments based on agreed-upon terms. l) 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 Office and Electrical Equipment [Member] Assets Useful lives Office and electrical equipment 3 - 5 years Computers 3 years Furniture and fixtures 10 years 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. F- 12 Roadzen Inc. Notes to the consolidated financial statements (in US $, except share count) 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. m) Intangible assets, net (including intangibles under development) 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 11 eleven. 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. n) 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. 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. F- 13 Roadzen Inc. Notes to the consolidated financial statements (in US $, except share count) o) 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. p) Business combination 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 Accounting Standard Codification (“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. F- 14 Roadzen Inc. Notes to the consolidated financial statements (in US $, except share count) q) 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. 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 only one reporting unit. r) 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”). 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. s) 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 . t) 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. u) 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. 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. F- 15 Roadzen Inc. Notes to the consolidated financial statements (in US $, except share count) 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. v) Income/loss per share attributable to common shareholders The Company computes net income (loss) per share using the two-class method required for participating securities. The two-class method requires income available to holders of Ordinary Share for the period to be allocated between Ordinary Shares and participating securities based upon their respective rights to receive dividends as if all income for the period had been distributed. For the reclassified periods prior to the Business Combination, the Roadzen (DE) convertible preferred stock is a participating security because holders of such shares have dividend rights in the event that a cash dividend was declared on the common stock of Roadzen (DE) at an amount equal to dividend paid on each share of Roadzen (DE) common stock. The convertible notes of Roadzen (DE) prior to the Business Combination and of the Company at and subsequent to the Business Combination are not considered participating securities. The holders of the convertible preferred stock in Roadzen (DE) prior to the Business Combination would have been would be entitled to dividends in preference to shareholders of Roadzen (DE) common stock, at specified rates, if declared. Then any remaining earnings would be distributed to the holders of Roadzen (DE) common stock and convertible preferred stock on a pro-rata basis assuming conversion of all convertible preferred stock into common stock of Roadzen (DE). Basic net income/(loss) per share is calculated by dividing the net income/(loss) attributable to Ordinary Shares or, pre-Business Combination, common stock of Roadzen (DE) by the weighted-average number of Ordinary Shares or, pre-Business Combination, common stock of Roadzen (DE), outstanding during the period, without consideration of potentially dilutive securities. Diluted net income/(loss) per share is computed by dividing the net income/(loss) attributable to Ordinary Shares or, pre-Business Combination, common stock of Roadzen (DE), by the weighted-average number of Ordinary Shares or, pre-Business Combination, common stock of Roadzen (DE), and potentially dilutive securities that could have been outstanding for the period. w) Investments 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. x) 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. y) Expenses Set forth below is a brief description of the components of the Company’s expenses: i. Sales, marketing and business development expense 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. F- 16 Roadzen Inc. Notes to the consolidated financial statements (in US $, except share count) ii. 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. iii. 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. 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 August 2020, the FASB issued ASU No. 2020-06, “Debt-Debt with Conversion and Other Options (Subtopic 470-20) and Derivatives and Hedging-Contracts in Entity’s Own Equity (Subtopic 815-40): Accounting for Convertible Instruments and Contracts in an Entity’s Own Equity,” which signifies the accounting for certain financial instruments with characteristics of liability and equity, including convertible instruments and contracts on an entity’s own equity. The standard reduces the number of models used to account for convertible instruments, removes certain settlement conditions that are required for equity contracts to qualify for the derivative scope exception, and requires the if-converted method for calculation of diluted earnings per share for all convertible instruments. The ASU is effective for the Company for fiscal years, and interim periods within those fiscal years, beginning on or after December 15, 2023. Early adoption is permitted but no earlier than fiscal years beginning after December 15, 2020. The Company is currently evaluating the impact of this accounting standard update on its consolidated financial statements. ii. In October 2021, the FASB issued ASU No. 2021-08, Accounting for Contract Assets and Contract Liabilities from Contracts with Customers (Topic 805). This ASU requires an acquirer in a business combination to recognize and measure contract assets and contract liabilities (deferred revenue) from acquired contracts using the revenue recognition guidance in Topic 606. At the acquisition date, the acquirer applies the revenue model as if it had originated the acquired contracts. The ASU is effective for annual periods beginning after December 15, 2022, including interim periods within those fiscal years. Adoption of the ASU should be applied prospectively. Early adoption is also permitted, including adoption in an interim period. If early adopted, the amendments are applied retrospectively to all business combinations for which the acquisition date occurred during the fiscal year of adoption. The Company is currently evaluating the impact of this accounting standard update on its consolidated financial statements. iii. In November 2023, the FASB issued ASU No. 2023-07, Segment Reporting (Topic 280): Improvements to Reportable Segment Disclosures, which requires a public entity to disclose significant segment expenses and other segment items on an annual and interim basis and provide in interim periods all disclosures about a reportable segment’s profit or loss and assets that are currently required annually. It requires a public entity to disclose the title and position of the Chief Operating Decision Maker. The new standard is effective for fiscal years beginning after December 15, 2023, and interim periods within fiscal years beginning after December 15, 2024, with early adoption permitted. A public entity should apply the amendments in this ASU retrospectively to all prior periods presented in the financial statements. The Company adopted the new standard effective March 31, 2025, which impacted disclosures only, with no impact to results of operations, cash flows, or financial condition. iv. In December 2023, the FASB issued Accounting Standards Update 2023-09, “Improvements to Income Tax Disclosures” (“ASU 2023-09”), which provides for additional disclosures primarily related to the income tax rate reconciliations and income taxes paid. ASU 2023-09 requires entities to annually disclose the income tax rate reconciliation using both amounts and percentages, considering several categories of reconciling items, including state and local income taxes, foreign tax effects, tax credits and nontaxable or nondeductible items, among others. Disclosure of the reconciling items is subject to a quantitative threshold and disaggregation by nature and jurisdiction. ASU 2023-09 also requires entities to disclose net income taxes paid or received to federal, state and foreign jurisdictions, as well as by individual jurisdiction, subject to a five percent quantitative threshold. ASU 2023 -09 may be adopted on a prospective or retrospective basis and is effective for fiscal years beginning after December 15, 2024 with early adoption permitted. The Company is currently evaluating the impact of this accounting standard update on its consolidated financial statements. aa) Recent Accounting Pronouncements - Accounting Standards Adopted In June 2016, the FASB issued ASU 2016-13, Financial Instruments — Credit Losses (Topic 326): Measurement of Credit Losses on Financial Instruments. ASU 2016-13 requires measurement and recognition of expected credit losses for financial assets by requiring an allowance to be recorded as an offset to the amortized cost of such assets. The standard primarily impacts the amortized cost of the Company’s available-for-sale debt securities. The Company adopted this standard, which did not result in a material impact on its consolidated financial statements. F- 17 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, 2025 As of March 31, 2024 Balances with banks In current accounts 4,829,632 11,183,189 Balances with banks In current accounts 4,829,632 11,183,189 Cash in hand 6,944 2,906 Cash and cash equivalents 4,836,576 11,186,095 Restricted cash and cash equivalents (non - current) 217,064 378,993 4 Accounts receivables, net Schedule of accounts receivables net As of March 31, 2025 As of March 31, 2024 Accounts receivable 3,216,711 3,997,591 Less: allowance for credit losses ( 591,326 ) ( 345,211 ) Accounts receivable, net 2,625,385 3,652,380 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 345,211 13,726 Additions charged 259,293 301,309 Existing allowance in acquired entities — 43,902 Effect of exchange rate changes ( 13,178 ) ( 13,726 ) Balance, end of period 591,326 345,211 5 Prepayments and other current assets Schedule of prepayments and other current assets As of March 31, 2025 As of March 31, 2024 Balance with statutory authorities 1,496,055 1,462,119 Unbilled revenue 6,201,942 1,821,134 Advances given (net of doubtful advances of $ 2,238,531 as of March 31, 2025 and $ 2,299,569 as of March 31, 2024). 1,555,929 672,716 Other receivables (net of doubtful receivables of $ 2,800,000 as of March 31, 2025 and March 31, 2024) - 6,829 Prepayments 1,100,063 1,613,407 Forward purchase agreement 8,628,301 28,784,993 Deposits 110,305 65,137 Prepayments and other current assets 19,092,595 34,426,335 i) Advances given include: a) $ 1,135,108 and $ 244,087 of advances to suppliers as of March 31, 2025 and March 31, 2024, respectively. b) $ 128,654 and $ 119,220 of advances to employees as of March 31, 2025 and March 31, 2024, respectively. Advances to employees include related party balances of $ 71,382 and $ 54,082 as of March 31, 2025 and as of March 31, 2024 respectively. c) $ 1,989,776 in advances were extended to Peoplebay Consultancy Services Private Limited, FA Events & Media Private Limited, and FA Premium Insurance Private Limited. However, due to a loss of control over these entities during the previous year, the Company is doubtful on the recovery of these advances and has consequently created a provision. ii) Other receivables includes amount of $ 2,800,000 to be received from a subscriber on account of issuance of preferred stock of Roadzen (DE) during the financial year 2023-24 which was converted to ordinary shares upon business combination. However, upon non receipt of the same a 100% provision of $ 2,800,000 was created against it. iii) 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. The FPA represents the recognition of the cash payments to the Seller of $ 41.2 million (including prepayment of $ 41.15 million and the reimbursable transaction cost of $ 0.05 million) and the FPA with regard to 3,138,628 shares (recycled shares) and 702,255 shares (FPA subscription shares).The fair value of the FPA receivable is comprised of the Prepayment Amount (as defined in the FPA, $ 41.2 million) and is reduced by the economics of the downside provided to the Sellers ($ 32.6 million) and the estimated consideration payment at the Cash Settlement Payment Date ($ 8.6 million). During year ended March 31, 2025, an additional $ 1 million was received from the Seller, bringing the total cash receipts to $ 4.8 million. Following the balance sheet date, 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. Due to the ongoing uncertainty regarding the resolution of these matters and unavailability of any reliable accounting estimate as of the reporting date, the Company has continued to value its FPA receivable on the latest available Fair Valuation report obtained before the above-mentioned contractual dispute i.e. as of December 31, 2024. The FPA remains classified as a financial instrument, and its fair value will be reassessed in future periods once the dispute is resolved and adequate valuation inputs are accessible. F- 18 Roadzen Inc. Notes to the consolidated financial statements (in US $, except share count) Assumptions used in calculating estimated fair value of Forward Purchase Agreement as of December 31, 2024 is as follows: Schedule of assumptions used in calculating estimated fair value Volatility 61.24 % Risk-free rate 4.58 % Dividend yield 0.00 % Strike price 10.77 Remaining term (years) 0.25 year 6 Non-marketable securities a) Moonshot - Internet SAS (“Moonshot”) Roadzen (DE) invested $ 2,410,000 representing 6.68 % equity stake in Moonshot - Internet SAS, a simplified Joint Stock Company existing under the laws of France, which is a subsidiary of Societe Generale. Moonshot is an InsurTech company, registered as an insurance broker, which specializes in usage-based insurance products and services dedicated to E-Commerce. Roadzen (DE) has a representative on the board of directors of Moonshot, however the investment of 6.68 % does not give Roadzen (DE) the ability to significantly influence the operating and financial policies of Moonshot, since majority ownership of Moonshot is concentrated with a single shareholder. Therefore, Roadzen (DE) uses the measurement alternative for equity investments without readily determinable fair values for its investment in Moonshot. The Company carries this investment at cost, less impairment. b) Daokang (Beijing) Data Science Company Ltd. (“Daokang”) Roadzen (DE) entered into a joint venture contract with WI Harper VIII LLP and Shangrao Langtai Daokang Information Technology Co. Ltd. and invested an amount of $ 2,500,030 (representing a 34.5 % of equity interest) of Daokang. Despite its significant equity interest in Daokang, Roadzen (DE) has attempted but has not been able to obtain adequate financial information as per USGAAP to apply equity method. Predecessor Roadzen, therefore, was unable to exercise significant influence over the operating and financial policies of Daokang. Accordingly, Roadzen (DE) used the measurement alternative for equity investments without readily determinable fair values for its investment in Daokang. The Company carries this investment at cost, less impairment. The Company evaluates its non-marketable equity securities for impairment in each reporting period based on a qualitative assessment that considers various potential impairment indicators. This evaluation consists of several factors including, but not limited to, an assessment of significant adverse change in the economic environment, significant adverse changes in the general market condition of the geographies and industries in which our investees operate, and other available financial information as per the local reporting requirements applicable to the relevant jurisdictions that affects the value of our non-marketable equity securities. Based on such assessment, the Company has recorded an impairment of NIL (PY. $ 2,140,530 ) for Moonshot - Internet SAS and $ 1,245,326 (PY. $ 1,254,704 ) for Daokang (Beijing) Data Science Company Ltd. till March 31, 2025. 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, 2025 As of March 31, 2024 Computers 477,765 660,504 Office equipment 456,027 422,046 Furniture & fixtures 267,767 162,851 Electrical equipment 30,811 30,972 Leasehold improvements 31,192 31,736 Total 1,263,562 1,308,109 Less: Accumulated depreciation ( 660,639 ) ( 853,520 ) Property and equipment, net 602,923 454,589 For the year ended March 31, 2025, the Company disposed property and equipment amounting to $ 44,547 (net of capitalization of $ 424,910 , transfers of $ 61,209 , and cumulative translation adjustment (CTA) impact of $ ( 1,218 ) ). For the year ended March 31, 2024, the capitalization amounted to $ 687,130 (net of disposals of $ 106 and CTA impact of $ ( 1,180 ) ), of which $ 396,123 pertained to the acquisition of FA Premium Insurance Broking Pvt. Ltd., Global Insurance Management Limited, and National Automobile Club. Effective January 1, 2024, the Company ceased to exercise board control over Peoplebay Consultancy Services Private Limited, FA Events & Media Private Limited, and FA Premium Insurance Private Limited. As a result, property and equipment with a carrying value of $ 73,641 were derecognized. The Company disposed of assets totaling $ 182,739 (net of additions of $ 37,321 ) for the period ended March 31, 2025, and $ 28,008 during the year ended March 31, 2024, primarily related to computer equipment. Depreciation expense on property and equipment amounted to $ 142,027 and $ 152,113 for the periods ended March 31, 2025 and March 31, 2024, respectively, of which $ 62,130 and $ 77,422 related to computers. 8 Intangible assets, net Schedule of Finite-Lived Intangible Assets As of March 31, 2025 As of March 31, 2024 Software for internal use 8,281,900 8,583,145 Customer contracts - (refer note 19) 1,163,052 2,299,835 Intangible assets under development 712,964 439,374 Intellectual property 150,662 153,487 Trademark 53 54 Total 10,308,631 11,475,895 Less: accumulated depreciation and amortization ( 9,021,736 ) ( 8,442,649 ) Less: impairment loss ( 43,642 ) ( 43,642 ) Less: Amortisation of customer contracts ( 763,498 ) ( 763,846 ) Less: accumulated depreciation and amortization 14,755 ( 20 ) Less: Amortisation of Intellectual Property ( 116,310 ) ( 87,091 ) Less: Accumulated Depreciation of Software for Internal use ( 8,156,683 ) ( 7,591,692 ) Intangible assets, net 1,243,253 2,989,604 F- 19 Roadzen Inc. Notes to the consolidated financial statements (in US $, except share count) For the year ended March 31, 2025, the Company derecognized intangible assets totaling $ 1,167,264 . This includes the write-off of customer contracts with Global Insurance Management amounting to $ 1,157,920 and related accumulated amortization of $ 389,714 , due to termination of the contract and the absence of any future economic benefits. Additionally, software assets with a gross value of $ 292,120 and associated accumulated amortization of $ 210,975 were written off. Capitalized intangible assets under development amounting to $ 275,584 were also derecognized during the period. For the year ended March 31, 2024, the Company had acquired intangible assets amounting to $ 4,955,565 , primarily related to the acquisitions of FA Premium Insurance Broking Pvt. Ltd., Global Insurance Management Limited, and National Automobile Club. Effective January 1, 2024, the Company ceased to exercise board control over Peoplebay Consultancy Services Private Limited, FA Events & Media Private Limited, and FA Premium Insurance Private Limited. Consequently, intangible assets valued at $ 2,017,117 were derecognized, and related impairment and amortization of $ 335,185 on customer contracts were reversed. 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 entities does not exceed their fair value. As such, no impairment was recorded. The estimated amortization schedule for the Company’s intangible assets for future periods is set out below: For Year Ended March 31, 2025: Schedule of Estimated Amortization of Company’s Intangible Assets for Future Periods Amount 2026 363,909 2027 311,368 2028 and thereafter 16 9 Other long-term assets Schedule of Other Long Term Assets As of March 31, 2025 As of March 31, 2024 Deposits 12,657 12,672 Advances 103,312 34,685 Interest accrued 5,003 2,503 Deferred tax assets (refer note 24) - 22,053 Total 120,972 71,913 10 Accounts payable and accrued expenses Schedule of Accounts Payable and Accrued Expenses As of March 31, 2025 As of March 31, 2024 Accounts payable 17,484,895 22,795,847 Accrued expenses 8,599,752 5,916,896 Amounts due to employees 780,695 860,895 Due to insurer 3,388,668 8,918,849 Accounts payable and accrued expenses 30,254,010 38,492,487 1. Accounts Payable includes related to the cost of services and operating expenses amounting to $ 1,084,594 and $ 16,400,301 as of March 31, 2025, and $ 1,773,136 and $ 21,022,711 as of March 31, 2024, respectively. It also includes payables assumed by Roadzen (DE) in connection with the Business Combination, totaling $ 8,376,253 and $ 17,422,094 as of March 31, 2025 and March 31, 2024, respectively. 2. Accrued Expenses comprise related to the cost of services and operating expenses totaling $ 1,478,125 and $ 7,121,627 as of March 31, 2025, and $ 2,445,915 and $ 3,470,981 as of March 31, 2024, respectively. -Accrued expenses include the amount of $ 2.1 million on account of interest due but not paid. -Accrued expenses also include related party balances of $ 350,000 and $ 100,000 as of March 31, 2025 and as of March 31, 2024 respectively. 3. Amounts Due to Employees, comprising salary and reimbursement payables, include related party balances of $ 74,062 and $ 95,971 as of March 31, 2025 and March 31, 2024, 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 $ 3,388,668 as of March 31, 2025, which represents funds from the insurer to meet working capital requirements/contingencies arising out of claim settlement. 11 Other current liabilities Other current liabilities consist of the following: Schedule of Other Current Liabilities As of March 31, 2025 As of March 31, 2024 Statutory liabilities 535,493 1,252,384 Deferred revenue 893,822 656,968 Advances from customers 86,653 445,696 Retirement benefits 25,464 14,128 Other payables 561,034 862,786 Other current liabilities 2,102,466 3,231,962 Other Payables include consideration payable on acquisition of National Automobile Club amounting $ 488,000 during the period March 31, 2025 and year ended March 31, 2024. F- 20 Roadzen Inc. Notes to the consolidated financial statements (in US $, except share count) 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 $ 1,489,818 . 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. As per the agreement entered into, if the principal and interest payments are not made as per the repayment schedule, the Company is obliged to issue warrants in the sequence below. On May 14, 2024, as required by the terms of this senior secured notes agreement, the Company issued to Mizuho a warrant to purchase 1,432,517 Ordinary Shares at an exercise price of $ 0.0001 per share. Schedule of Obliged to Issue Warrants Shares Milestone (from Issuance Date) Warrants Shares based on fully diluted Ordinary Shares of the Company as of the issuance date 180 days 1.00 % 210 days 1.17 % 240 days 1.33 % 270 days 1.50 % 300 days 1.67 % 330 days 1.83 % 360 days 2.50 % The assumptions used in calculating estimated fair value of warrants due as of March 31, 2025 is as follows: Schedule of Assumptions Used in Calculating Estimated Fair Value Closing price $ 1.04 Risk Free rate 3.96 % Dividend Yield 0 % Volatility 193.40 % Expected Life of the option 2.63 years 13 Borrowings A Long-term borrowings consist of the following: Schedule of Long Term Borrowings As of As of March 31, 2025 March 31, 2024 Loans from banks (note a) 167,177 112,169 Secured debentures (note b) 1,718,596 2,214,754 Convertible debenture (note c) 1,158,446 1,374,481 Less: current portion of long-term borrowings ( 2,904,444 ) ( 2,228,471 ) Long term borrowings 139,775 1,472,933 a) Loans from banks: Schedule of Loans from Banks Particulars Maturity date Amount outstanding Long-term borrowings from banks 10-Aug-30 95,913 Long-term borrowings from banks 1-May-29 15,013 Long-term borrowings from banks 1-Oct-29 22,326 Long-term borrowings from banks 5-Jan-30 16,963 Long-term borrowings from banks 5-Jan-30 16,963 167,177 The above loans are vehicle loan and secured by way of hypothecation against vehicle for which loan is granted. b) Secured debentures: Schedule of Secured Debentures Particulars Maturity date (as amended) Amount outstanding N1 Series Debentures 31-Mar-25 448,621 N2 Series Debenture 31-Mar-25 254,064 N3 Series Debentures 31-Mar-25 317,873 N4 Series Debentures 31-Mar-25 698,038 1,718,596 The debentures are secured by a subordinated lien on intellectual property, current assets and movable property and equipment of certain material foreign subsidiaries. During the quarter ended September 30, 2024, the company has entered into a modification arrangement with the debenture holders, resulting in amendment to the repayment terms for the following series of debentures: Schedule of Changes in Repayment Terms Particulars Original terms (Months) Modified Terms (Months) N1 Series Debentures 24 34 N2 Series Debenture 24 32 N3 Series Debentures 18 28 N4 Series Debentures 13 27 The company has not honored the repayment of the above debentures as on the amended date but has obtained an extension from the lender up to July 31, 2025. However, there is no new agreement in place for the same. F- 21 Roadzen Inc. Notes to the consolidated financial statements (in US $, except share count) c) Convertible debenture During the year ended March 31, 2025, the Company has outstanding $ 1.10 million unsecured convertible debentures to different parties which has maturity date of December 15, 2025 . The instruments carry an interest rate of 13 % per annum, unless otherwise specified, as below. 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 holder within 90 days of the closing of the securities purchase agreement. The warrants shall be equivalent to the 10 % of the original principal balance of the notes. The exercise price of the Warrants shall be eight dollars and fifty cents ($ 8.50 ) per Warrant Share. The Warrants shall expire five ( 5 ) years after issuance. The assumptions used in calculating estimated fair value of warrants due as of March 31, 2025 is as follows: Schedule of Assumptions Used in Calculating Estimated Fair Value Risk free rate 3.96 % Volatility 193.40 % Annual Interest rate 13 % Conversion Price $ 10 d) As of March 31, 2025, the aggregate maturities of long-term borrowings are as follows: Schedule of Maturities of Long-term Borrowings Excluding Convertible Notes Period ending March 31, 2026 2,904,444 Period ending March 31, 2027 29,984 Period ending March 31, 2028 32,800 Period ending March 31, 2028 onwards 76,991 Long-term borrowings excluding convertible notes 3,044,219 B Short-term borrowings Schedule of Short Term Borrowings As of March 31, 2025 As of March 31, 2024 Loans from banks (note a) 263,846 781,455 Loans from related parties 115,086 1,096,109 Loans from others (note b) 19,486,713 13,877,265 Short term borrowings 19,865,645 15,754,829 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 15.31 % F- 22 Roadzen Inc. Notes to the consolidated financial statements (in US $, except share count) b) Loan from others 1. During the quarter ended June 30, 2023, Roadzen (DE) entered into a $ 7.5 million senior secured notes agreement with Mizuho as a lender and administrative agent, which originally had a maturity date of 30 June, 2024 June 30, 2024 . On May 14, 2024, as required by the terms of this senior secured notes agreement, the Company issued to the lender Mizuho, a warrant to purchase 1,432,517 Ordinary Shares at an exercise price of $ 0.0001 per share. On July 26, 2024, the Company entered into Amendment No. 1 to the senior secured notes, providing for an additional $ 4 million in principal amount to a total of $ 11.5 million, and an extension of the maturity date to December 31, 2025 . Terms of the notes are otherwise the same as the original notes issued in June 2023, including an interest rate of 15 % per annum, and did not require any additional warrants. 2. 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. The company has not honored repayment of the promissory note on the due date. 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 the promissory note on the due date 3. During the quarter ended December 31, 2024, Good Insurance Brokers Private Limited secured loan facilities from Hindon Mercantile Ltd amounting to $ 0.79 million., carrying an interest rate of 22 %, with repayment scheduled in eight installments in four months from the date of loan. 4. During the quarter ended March 31, 2024 and June 30, 2024 the company has issued $ 1.0 million and $ 0.5 million notes at an interest rate of 17.5 % PA and mature on the sixth month anniversary of the funding of the notes respectively. The interest rate on the notes can be increased maximum up to 29 % as per the applicable condition of repayment. 5. During the year ended March 31, 2023, Roadzen Technologies Private Limited secured loan facilities from Cambridge Innovations Private Limited amounting to $ 0.27 million bearing an interest rate of 8 % per annum, repayable within 22 months from the issuance date. However, the Company has not honored the repayment of the above loan as on the reporting date. The company is in process to get an extension of repayment to March 31, 2026. 6. On March 31, 2025, the Company entered into a securities purchase agreement with an institutional investor (the “Investor”) under which the Company agreed to issue and sell, in a registered public offering, junior convertible notes for up to an aggregate principal amount of $2,300,000 (the “Junior Notes”) that may be convertible into the Company’s Ordinary Shares. The Junior Notes were sold for a gross purchase price of $2,000,000 before fees and other expenses. On April 1, 2025, the Company completed the sale of the Junior Notes to the Investor and issued the Junior Notes. The Junior Notes will mature one year from the date of issuance and will bear interest at a rate of 16% per annum (increasing to 18% per annum upon the occurrence and during the continuation of an event of default). 25% of the principal amount of the Junior Notes (less any amount previously converted by the holders), together with accrued but unpaid interest, is payable quarterly, commencing three months after the date of issuance. The Junior Notes will have an initial conversion price of $ 2.00 and will be convertible at any time, in whole or in part and subject to certain beneficial ownership limitations, at the election of the holders, subject to customary adjustments upon any stock split, stock dividend, stock combination, recapitalization or similar event. The Company may redeem all or any portion of outstanding Junior Notes at any time upon at least five trading days’ written notice by paying an amount equal to the principal amount of the Junior Notes being redeemed, together with interest accrued on such principal amount through the date of redemption, and additional interest that would accrue on such principal amount through the maturity date (the “Make Whole Amount”). Fair Value of the Warrants: Summary of Estimated Fair Value of Working Capital Loan Closing price $ 0.06 Open price $ 0.06 High $ 0.06 Low $ 0.06 14 Other long-term liabilities Summary of Other Long-Term Liabilities As of March 31, 2025 As of March 31, 2024 Retirement benefits 269,767 250,399 Deferred tax liability 41,687 263,665 Deferred revenue 255,197 727,853 Total 566,651 1,241,917 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 2025 and 2024 : Schedule of Amounts Recognized in Financial Statements Based on Actuarial Valuations Change in benefit obligation As of March 31, 2025 As of March 31, 2024 Projected benefit obligation at the beginning of the year 264,527 297,309 Interest costs 18,610 21,664 Service costs 75,401 80,183 Actuarial (gain) loss ( 40,582 ) ( 120,120 ) Benefits paid ( 15,902 ) ( 10,358 ) Effect of exchange rate changes ( 6,823 ) ( 4,151 ) Projected benefit obligation at the end of the year 295,231 264,527 Amounts recognized in the Consolidated Balance Sheets consist of Current liabilities (recorded under accrued expenses and other current liabilities) 25,464 14,128 Non-current liabilities (recorded under other liabilities) 269,767 250,399 295,231 264,527 F- 23 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, 2025 As of March 31, 2024 Interest costs 18,610 21,664 Service costs 75,401 80,183 Actuarial (gain) loss ( 40,582 ) ( 120,120 ) Total 53,429 ( 18,273 ) The estimated net defined benefit plan cost over the next fiscal year is $ 15,902 . 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, 2025 As of March 31, 2024 Discount rate 7.04 % / 6.99 % 7.22 % / 7.25 % 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 2025 25,461 2026 36,235 2027 47,522 2028 56,765 2029 75,157 2030-2034 489,639 Expected benefit plan payments 730,778 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, 2025 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, 2025 and March 31, 2024, the Company contributed $ 135,330 and $ 332,169 respectively to defined contribution plans in India. 16 Ordinary shares As of March 31, 2025, 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, 2025 and March 31,2024, the Company’s ordinary shares outstanding were 74,290,986 and 68,440,829 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, 2025 As of March 31, 2024 Conversion of outstanding redeemable convertible instruments — 137,448 Remaining shares available for future issuance under the Company’s equity incentive plan 9,714,986 9,707,928 Warrants 21,618,972 21,045,965 17 Warrants In connection with BVI’s initial public offering in 2021, 10,004,994 public warrants were issued (the “Public Warrants”) and 9,152,087 warrants were issued in a private placement (the “Private Placement Warrants”). 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. As of March 31, 2025, there were 10,004,994 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 became exercisable as of October 20, 2023. The Public Warrants will expire five years from the consummation of a Business Combination or earlier upon redemption or liquidation. F- 24 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, except as described below, the Public Warrants will not be adjusted for issuances of Ordinary Shares at a price below its exercise price. Additionally, in no event will the Company be required to net cash settle the Public Warrants. As of March 31, 2025, there were 9,152,087 Private Placement Warrants outstanding. The Private Placement Warrants are identical to the Public Warrants underlying the Units sold in the Initial Public Offering, except that the Private Placement Warrants and the Ordinary Shares issuable upon the exercise of the Private Placement Warrants will not be transferable, assignable or saleable until 30 days after the completion of a Business Combination, subject to certain limited exceptions. Pursuant to the terms of a Securities Purchase Agreement entered into among the Company, Supurna VedBrat and Krishnan-Shah Family Partners, LP on March 28, 2024 (the “March 2024 SPA”), on April 22, 2024, the Company issued warrants to purchase 50,000 Ordinary Shares to Krishnan-Shah Family Partners, LP, on June 20, 2024, the Company issued warrants to purchase 50,000 Ordinary Shares to Ms. VedBrat, and the Company expects to issue warrants to purchase an additional 50,000 Ordinary Shares to Ms. VedBrat in the near future (such warrants collectively the “March 2024 SPA Warrants”). Each March 2024 SPA Warrant will be exercisable at any time during the period commencing on March 28, 2025 (or earlier under certain circumstances described in the March 2024 SPA Warrants) (as applicable, the “Vesting Date”) through March 28, 2031 (or until the dissolution, liquidation or winding up of the Company, if earlier). The exercise price of the March 2024 SPA Warrants is equal to 80 % of the lower of (i) the volume weighted average price (the “VWAP”) of the Ordinary Shares, as reported on the relevant market or exchange, over the 60 trading days subsequent to the first loan funding pursuant to the March 2024 SPA, (ii) the opening price of any public offering of straight equity securities of the Company occurring within six months after the issue date of the March 2024 SPA Warrants and (iii) the VWAP of the Ordinary Shares over the 60 trading days immediately prior to the Vesting Date. 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. On May 14, 2024, as required by the terms of this senior secured notes agreement entered with Mizuho in June 30, 2023, the Company issued to Mizuho a warrant to purchase 1,432,517 Ordinary Shares at an exercise price of $ 0.0001 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, 2025, there were 150,000 March 2024 SPA Warrants, 1,432,517 Mizuho Warrants and 115,000 Dec ThinkEquity Warrants and 111,115 Jan ThinkEquity Warrants outstanding. 18 Revenue The following table summarizes revenue by the Company’s service offerings: Schedule of Summarizes Revenue By Company’s Service For the year ended For the year ended March 31, 2025 March 31, 2024 Revenue from services Commission and Distribution Income 23,447,282 30,500,019 Income from Insurance as a Service 20,848,816 16,224,268 44,296,098 46,724,287 There were three customers that individually represented 14 %, 13 % and 10 % of the Company’s revenue for the period ended March 31, 2025 and one customer that individually represents 23 % of the Company’s accounts receivable balance as of March 31, 2025. There were two customer that individually represented 29 % and 21 % of the Company’s revenue for the year ended March 31, 2024 and two customers that individually represented 28 % and 18 % of the Company’s accounts receivable balance as of March 31, 2024. 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, 2025 As of March 31, 2024 Contract liabilities Deferred revenue 1,149,019 1,384,821 Total contract liabilities 1,149,019 1,384,821 Contract assets Unbilled revenue 6,201,942 1,821,134 Total contract assets 6,201,942 1,821,134 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, 2025 that was included in the deferred revenue balance as of March 31, 2024 was $ 656,968 . The amount of revenue recognized in the year ended March 31, 2024 that was included in the deferred revenue balance as of March 31, 2023 was $ 108,442 . 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. F- 25 Roadzen Inc. Notes to the consolidated financial statements (in US $, except share count) 19 Business combinations a) Global Insurance Management Limited During the period ended June 30, 2023, Roadzen (DE) (on June 30, 2023 ) acquired 100 % of the equity interests in Global Insurance Management Limited for a cash consideration of $ 3,998,000 . Global Insurance Management Limited was incorporated in the United Kingdom and is engaged in the business of underwriting, pricing and distribution of Insurance products. As of December 31, 2023, the Company has transferred the entire consideration, however, Roadzen (DE) has exercised board control over Global Insurance Management from June 30, 2023. The financial results of Global Insurance Management have been included in the Company’s consolidated financial statements from June 30, 2023 as the Company has possessed the power to direct the relevant activities of Global Insurance Management from the share purchase agreement date. 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 Cash and cash equivalents 10,997,974 Acquired customer contract (Refer Note 8) 1,157,920 Other assets 7,157,343 Other liabilities ( 15,947,363 ) Net assets 3,365,874 Purchase consideration 3,998,000 Goodwill (Refer Note 19(c)) 632,126 The excess of purchase consideration over the fair value of net tangible and identifiable intangible assets acquired was recorded as goodwill and is primarily attributed to the synergies expected from marketing expertise and penetration which the acquiree possesses. Following are details of the purchase price allocated to the intangible assets acquired: Schedule of Purchase Price Allocated to Intangible Assets Acquired Amount Weighted average life Acquired customer contracts 1,157,920 3 years b) National Automobile Club During the period ended June 30, 2023, Roadzen (DE) (on June 06, 2023 ) acquired 100 % of the equity interests in National Automobile Club for a cash consideration of $ 2,238,000 . National Automobile Club was incorporated in the state of California and is engaged in the business of roadside assistance services. As of December 31, 2023, Roadzen (DE) has transferred a consideration amounting to $ 1,750,000 , however, Roadzen (DE) has exercised board control over National Automobile Club from June 6, 2023. The financial results of National Automobile Club have been included in the Company’s consolidated financial statements from June 6, 2023 as the Company has possessed the power to direct the relevant activities of National Automobile Club from the share purchase agreement date. 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 Cash and cash equivalents 182,713 Intangible assets 13,384 Acquired customer contract (Refer Note 8) 870,027 Other assets 1,947,606 Other liabilities ( 1,215,247 ) Net assets 1,798,483 Purchase consideration 2,238,000 Goodwill (Refer Note 19(c)) 439,517 The excess of purchase consideration over the fair value of net tangible and identifiable intangible assets acquired was recorded as goodwill and is primarily attributed to the synergies expected from marketing expertise and penetration which the acquiree possesses. Following are details of the purchase price allocated to the intangible assets acquired: Schedule of Purchase Price Allocated to Intangible Assets Acquired Amount Weighted average life Acquired customer contracts 870,027 3 years c) Goodwill Schedule of Goodwill A summary of the changes in carrying value of goodwill is as follows: Opening balance 2,061,553 996,441 Goodwill relating to acquisitions consummated during the year (Refer Note 19(a) & (b)) - 1,475,685 Derecognition on deconsolidation of subsidiaries - ( 535,844 ) Impairment reversed on goodwill during the year on account of deconsolidation of subsidiaries - 131,803 Effect of exchange rate changes - ( 6,532 ) Closing balance 2,061,553 2,061,553 20 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, 2025: Schedule of Financial Instruments Measured at Fair Value on Recurring Basis March 31, 2025 Fair Value Measured using Particulars Level 1 Level 2 Level 3 Total Financial liabilities: Derivative warrant liabilities - 1,489,818 - 1,489,818 Convertible debentures - - 1,158,446 1,158,446 Convertible Promissory Notes - 1,029,374 - - - 2,519,192 1,158,446 2,648,263.68 March 31, 2025 Fair Value Measured using Particulars Level 1 Level 2 Level 3 Total Financial assets: - - Forward purchase agreement - 8,628,301 - 8,628,301 - 8,628,301 - 8,628,301 The Company uses a third-party valuation specialist to assist management in its determination of the fair value of its Level 1 classified derivative warrant liabilities. The fair value of these financial instruments is based on the volatility of its ordinary share warrants, based on implied volatility from the Company’s traded warrants and from historical volatility of select peer company’s ordinary shares that matches the expected remaining life of the warrants. For key aspects of valuation of convertible debentures refer note 13. The Company uses a third party valuation specialist to assist management in its determination of the fair value of its Level 3 classified Convertible debentures and Forward Purchase Agreement. The instruments were fair valued using a Monte Carlo simulation model utilizing assumptions related to the contractual term of the instruments and current interest rates. For key aspect of the valuation inputs refer notes 13 (c) and 5 (iii) respectively. 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, 2025 for Financial Liability: Convertible Debentures and as of December 31, 2024 for Financial Asset: Forwards Purchase Agreement: Schedule of Fair Value, Liabilities Measured on Recurring Basis, Unobservable Input Reconciliation Financial asset Forward purchase agreement Financial liability Convertible debentures Balance as of March 31, 2024 - - Initial measurement 46,190,195 1,100,000 Cash receipt 4,790,633 - Change in fair value ( 42,352,527 ) 58,446 Balance as of March 31, 2025 8,628,301 1,158,446 F- 26 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. During the year ended March 31, 2024, the Company recorded a impairment loss for it’s non-marketable equity securities, refer 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 and Euros. For the purpose of analyzing foreign currency exchange risk, we considered the historical trends in foreign currency exchange rates. Based on a sensitivity analysis we have performed as of March 31, 2025, an adverse 10 % foreign currency exchange rate change applied to total monetary assets and liabilities denominated in currencies other than the United States Dollar would not have a material effect on our financial statements. 21 Investments 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. 22 Commitments and contingencies A. Leases - Accounted as per ASC 842 for the Period Ended March 31, 2025 Operating leases The Company leases office space under non-cancellable operating lease agreements, which expire on various dates through April 2031. 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, 2025 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, 2025 Lease : Operating lease cost 273,316 Short-term lease cost 122,091 Total lease cost 395,407 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, 2025 Cash paid for amounts included in the measurement of lease liabilities: Operating cash flows from operating leases 383,416 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, 2025 Operating Leases: Operating Lease ROU Asset, net 1,109,219 Short term liabilities 318,921 Long term liabilities 628,400 Total operating lease liabilities 947,321 iv) Weighted Average Summary of Weighted Average Remaining Lease Terms and Discount Rates For the Year ended March 31, 2025 Remaining Lease term (in years) 4.28 Discount rate 14.74 % v) Maturities of lease liabilities were as follows: Schedule of Maturities of Lease Liabilities Particulars Lease Liabilities (USD) * For Period Ended March 31, 2025 2025 437,534 2026 305,795 2027 147,450 2028 88,133 2029 91,952 Thereafter 137,942 Total Lease Payments 1,208,806 Less: Imputed Interest ( 261,485 ) Total 947,321 * The lease liabilities are translated into U.S. Dollars using the closing rate for the period ended March 31, 2025 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- 27 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. 23 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 Stock Holders For the Year ended For the Year ended Particulars March 31, 2025 March 31, 2024 Numerator: Net loss ( 72,870,432 ) ( 99,669,335 ) Net loss attributable to Roadzen Inc. ordinary shareholders ( 72,870,432 ) ( 99,669,335 ) Denominator: Weighted-average shares used in computing net loss per share attributable to Roadzen Inc. ordinary shareholders - basic and diluted 69,867,792 44,032,410 Net loss per share attributable to Roadzen Inc. ordinary shareholders - basic and diluted ( 1.04 ) ( 2.26 ) 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, 2025 and March 31, 2024: 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, 2025 March 31, 2024 Share warrants 21,618,972 20,363,067 Restricted stock units 9,714,986 9,707,986 Convertible instruments 54,542 24,645 Total 31,388,500 30,095,698 24 Income taxes The Company’s net loss before provision for income taxes for the year ended March 31, 2025 and March 31, 2024 were as follows: Schedule of Income before Income Tax Domestic and Foreign For the Year ended For the Year ended Particulars March 31, 2025 March 31, 2024 Domestic ( 46,945,010 ) ( 93,127,552 ) Foreign ( 26,132,274 ) ( 6,755,174 ) Total ( 73,077,284 ) ( 99,882,726 ) The components of the provision for income taxes for the period ended March 31, 2025 and March 31, 2024 were as follows: Schedule of Components of Provision for Income Taxes For the Year ended For the Year ended Particulars March 31, 2025 March 31, 2024 Current: Domestic 53,058 — Foreign — 19,177 Total 53,058 19,177 Deferred: Domestic — — Foreign ( 67,031 ) ( 42,825 ) Total ( 67,031 ) ( 42,825 ) Total provision for income taxes ( 13,973 ) ( 23,648 ) 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, 2025 and March 31, 2024: Schedule of Reconciliation of Statutory Federal Income Tax Rate For the Year ended For the Year ended Particulars March 31, 2025 March 31, 2024 Federal statutory income tax rate 21.00 % 21.00 % Non deductible expenses ( 0.53 )% ( 3.70 )% Valuation allowance ( 20.90 )% ( 17.45 )% Foreign rate differential 0.00 % 0.21 % Share warrants 0.00 % 0.00 % Other 0.45 % ( 0.04 )% Total provision for income taxes 0.02 % 0.02 % The components of the Company’s net deferred tax assets as of the year ended March 31, 2025 and year ended March 31, 2024 were as follows: Schedule of Net Deferred Tax Assets Particulars As of March 31, 2025 As of March 31, 2024 Deferred tax assets: Net operating loss carry forwards 41,091,266 25,515,511 Unabsorbed depreciation carry forwards 121,285 76,126 Retirement benefits 15,209 72,349 Depreciation and amortization 74,937 109,299 Others - 325,774 244,136 Total deferred tax assets 40,976,924 26,017,421 Less: valuation allowance ( 40,976,924 ) ( 25,995,368 ) Deferred tax assets, net of valuation allowance - 22,053 Deferred tax liabilities: Intangibles on account of business combination ( 41,688 ) ( 263,665 ) Net deferred tax assets/ (liabilities) ( 41,688 ) ( 241,612 ) F- 28 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, 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 Fair value changes on convertible notes — — — — Others 244,136 ( 569,910 ) — - 325,774 Less: valuation allowance ( 25,995,368 ) ( 14,981,556 ) — ( 40,976,924 ) Deferred tax liabilities: Intangibles on account of business combination ( 263,665 ) 221,977 — ( 41,688 ) Acquisitions — 635,965 ( 635,965 ) — Deconsolidation — - - — Gain on convertible notes - 608,233 ( 608,233 ) - Currency translation — ( 284,598 ) 284,598 — Net deferred tax assets/ (liabilities) ( 241,612 ) 551,291 ( 351,367 ) ( 41,688 ) Particulars As of March 31, 2023 Recognized/ reversed through statements of operations Impact of currency translation and acquisitions As of March 31, 2024 Deferred tax assets: Net operating loss carry forwards 8,480,316 17,035,195 — 25,515,511 Unabsorbed depreciation carry forwards 54,438 21,688 — 76,126 Retirement benefits 56,603 15,746 — 72,349 Depreciation and amortization 50,918 58,381 — 109,299 Fair value changes on convertible notes — — — — Others 5,965 238,171 — 244,136 Less: valuation allowance ( 8,565,895 ) ( 17,429,473 ) — ( 25,995,368 ) Deferred tax liabilities: Intangibles on account of business combination — ( 263,665 ) — ( 263,665 ) Gain on convertible notes — 608,233 ( 608,233 ) — Currency translation — ( 193,121 ) 193,121 — Acquisitions — ( 48,330 ) 48,330 — 82,345 42,825 ( 366,782 ) ( 241,612 ) 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 $ 14,981,556 during the period ended March 31, 2025 and $ 17,429,473 during the year ended March 31, 2024. 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, 2025, the Company has U.S. federal net operating loss carry forwards of approximately $ 41,091,266 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, 2025 and March 31, 2024. 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. 25 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 reporting segment. 26 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, 2025 have service vesting conditions up to March 2027. Compensation expenses are based on the grant-date fair value of the awards and recognized over the requisite service period using a straight-line method for stock options and a graded vesting method for 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 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, 2025 March 2025 79,995 March 2026 9,579,589 March 2027 63,336 Schedule of Restricted Stock Units Activity Stock option activity As of March 31, 2025 Opening unvested units (as of April 01, 2024) 9,707,928 Granted 215,000 Exercised - Cancelled 200,008 Closing unvested units 9,722,920 Stock-based compensation expense related to RSUs granted to employees was $ 47,211,816 for the year ended March 31, 2025. As of March 31, 2025, the unrecognized compensation expense related to unvested RSUs was approximately $ 260,262 which is expected to be recognized over the remaining unvested period of RSU’s. 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, specifically on September 17, 2024. However, the Board of Directors of Roadzen DE has subsequently decided to extend the vesting period by an additional year, revising the vesting date to September 17, 2025. Consequently, outstanding 9,507,928 RSUs did not vest as originally anticipated on September 17, 2024. Based on the current market price of the shares, management has assessed that this revised vesting timeline will not result in any additional RSU compensation expense being recognized in the company’s financial statements. F- 29 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 26, 2025 By: /s/ Rohan Malhotra Name: Rohan Malhotra Title: Chief Executive Officer Pursuant to the requirements of the Securities Exchange Act of 1934, as amended, this Report has been signed below by the following persons on behalf of the Registrant in the capacities and on the dates indicated. Name Title Date /s/ Rohan Malhotra Chief Executive Officer and Director June 26, 2025 Rohan Malhotra (Principal Executive Officer) /s/ Jean-Noël Gallardo Chief Financial Officer June 26, 2025 Jean-Noël Gallardo (Principal Financial and Accounting Officer) /s/ Steven Carlson Chairman and Director June 26, 2025 Steven Carlson /s/ Saurav Adhikari Director June 26, 2025 Saurav Adhikari /s/ Ajay Shah Director June 26, 2025 Ajay Shah /s/ Supurna VedBrat Director June 26, 2025 Supurna VedBrat /s/ Zoë Ashcroft Director June 26, 2025 Zoë Ashcroft /s/ Diane B. Glossman Director June 26, 2025 Diane B. Glossman 89