Roadzen Inc
For the period ended Mar 31, 2024. Filed Jul 1, 2024.
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FY2024 · Filed Jul 1, 2024
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Item 15. Exhibits, Financial Statement Schedules
(a)(1) Financial Statements.
The following documents are included on pages F-1 through F-40 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 | F-2 |
|---|---|
| Financial Statements | |
| Balance Sheet | F-3 |
| Statements of Operations | F-4 |
| Statements of Cash Flows | F-5 |
| Statements of Changes in Shareholders’ Deficit | F-6 |
| Statements of Comprehensive loss | F-7 |
| Notes to 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 | 3.1 | 9/26/2023 |
| 4.2 | Form of Warrant Certificate of Roadzen Inc. | 8-K | 001-40194 | 3.1 | 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 |
| 10.1 | Securities Purchase Agreement by and among Roadzen, Inc., National Automobile Club and National Automobile Club Employee Stock Ownership Trust, dated as of August 4, 2022 | Amendment No. 4 to Form S-4 | 333-269747 | 2.2 | 8/14/2023 |
| 10.2 | Share Purchase Agreement between AXA Partners Holdings S.A. and Roadzen Inc. dated as of June 8,2022 | Amendment No. 4 to Form S-4 | 333-269747 | 2.3 | 8/14/2023 |
| 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 | 1.3 | 11/29/2021 |
| 10.6 † | Form of Lock-up Agreement | Amendment No.4 to Form S-4 | 333-269747 | 10.8 | 8/14/2023 |
| 10.7 | Note Purchase Agreement, dated June 30, 2023, by and among Roadzen, Inc., Mizuho Securities USA LLC and other parties named thereto | S-4 | 333-269747 | 10.11 | 7/30/2023 |
| 10.8 | Form of Indemnification Agreement. | 8-K | 001-40194 | 10.7 | 9/6/2023 |
| 10.9 † | Roadzen Inc. 2023 Omnibus Incentive Plan. (incorporated by reference to Exhibit 10.8 of Roadzen Inc.’s Current Report on Form 8-K (File No. 001-40194), filed with the Securities and Exchange Commission on September 26, 2023) | 8-K | 001-40194 | 10.8 | 9/26/2023 |
| 10.10 † | Roadzen Inc. 2023 Employee Stock Purchase Plan. (incorporated by reference to Exhibit 10.9 of Roadzen Inc.’s Current Report on Form 8-K (File No. 001-40194), filed with the Securities and Exchange Commission on September 26, 2023) | 8-K | 001-40194 | 10.9 | 9/26/2023 |
| 10.11 | Note Purchase Agreement, dated June 30, 2023, by and among Roadzen, Inc., Mizuho Securities USA LLC and other parties named thereto. | Amendment No. 4 to Form S-4 | 333-269747 | 10.11 | 8/14/2023 |
| 10.12 | Forward Purchase Agreement Confirmation Amendment dated as of January 30, 2024 | 8-K | 001-41094 | 10.1 | 2/5/2024 |
| 10.13 | Securities Purchase Agreement, dated as of December 15, 2023, between Roadzen Inc. and the investors party thereto from time to time | 8-K | 001-41094 | 10.1 | 1/24/2024 |
| 10.14 | Letter agreement, dated as of January 19, 2024, between Roadzen Inc. and Supurna VedBrat. | 8-K | 001-41094 | 10.2 | 1/24/2024 |
| 10.15 | Employment Agreement dated January 4, 2024 between Roadzen Inc. and Jean-Noël Gallardo (incorporated by reference to Exhibit 10.1 of Roadzen Inc.’s Current Report on Form 8-K (File No. 001-41094), filed with the Securities and Exchange Commission on January 8, 2024). | 8-K | 001-41094 | 10.1 | 1/8/2024 |
| 10.16 | Securities Purchase Agreement, dated as of March 28, 2024 (incorporated by reference to Exhibit 10.1 of Roadzen Inc.’s Current Report on Form 8-K (File No. 001-41094), filed with the Securities and Exchange Commission on April 4, 2024). | 8-K | 001-41094 | 10.1 | 4/4/2024 |
| 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 |
| 21.1 | List of Subsidiaries. | 8-K | 001-40194 | 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 | ||||
| 99.1 | Press Release entitled “Roadzen Appoints Jean-Noël Gallardo as Global Chief Financial Officer” issued on January 8, 2024, | 8-K | 001-41094 | 4.1 | 1/8/2024 |
| 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.
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