Roadzen Inc.
For the period ended Mar 31, 2026. Filed Jun 29, 2026.
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FY2026 · Filed Jun 29, 2026
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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-29 attached hereto and are filed as part of this Annual Report on Form 10-K.
Index to Financial Statement
| Report of Independent Registered Public Accounting Firm (PCAOB ID Number: 3083) | F-2 |
|---|---|
| Financial Statements (Audited): | |
| Consolidated Balance Sheet as of March 31, 2026 and March 31, 2025 | F-3 |
| Consolidated Statements of Operations for the year ended March 31, 2026 and 2025 | F-4 |
| Consolidated Statements of Cash Flows for the year ended March 31, 2026 and 2025 | F-5 |
| Consolidated Statements of Comprehensive Loss | F-6 |
| Consolidated Statements of Changes in Shareholders’ Equity / (Deficit) | F-7 |
| Notes to the Consolidated Financial Statements | F-8 |
(a)(2) Financial Statement Schedules.
All financial statement schedules have been omitted because they are not applicable, not required or the information required is shown in the financial statements or the notes thereto.
(a)(3) Exhibits.
The following is a list of exhibits filed, furnished, or incorporated by reference as part of this Annual Report on Form 10-K.
Exhibit Index
| Exhibit · Incorporated by Reference | |||||
|---|---|---|---|---|---|
| Number | Description | Form | File Number | Exhibit | Filing Date |
| 3.1 | Amended and Restated Memorandum and Articles of Association of Roadzen Inc. | 8-K | 001-40194 | 3.1 | 9/26/2023 |
| 4.1 | Form of Specimen Ordinary Shares Certificate of Roadzen Inc. | 8-K | 001-40194 | 4.1 | 9/26/2023 |
| 4.2 | Form of Warrant Certificate of Roadzen Inc. | 8-K | 001-40194 | 4.2 | 9/26/2023 |
| 4.3 | Warrant Agreement, dated November 22, 2021 | 8-K | 001-40194 | 4.1 | 11/29/2021 |
| 4.4 | Form of convertible debenture | 8-K | 001-40194 | 4.1 | 1/24/2024 |
| 4.5 | Form of Senior Secured Notes (incorporated by reference to Exhibit 4.1 of Roadzen’s Current Report on Form 8-K (File No. 001-41094), filed with the Securities and Exchange Commission on April 4, 2024). | 8-K | 001-40194 | 4.1 | 4/4/2024 |
| 4.6 | Amended and Restated Warrant | 8-K | 001-40194 | 4.1 | 3/5/2025 |
| 4.7 | Form of Placement Agent Warrant | 8-K | 001-41094 | 4.1 | 1/6/2025 |
| 4.8 | Form of Pre-Funded Warrant | 8-K | 001-41094 | 4.1 | 12/17/2024 |
| 4.9 | Form of Representative Warrant | 8-K | 001-41094 | 4.2 | 12/17/2024 |
| 4.10 | Amended and Restated Senior Secured Note, dated July 26, 2024 | 8-K | 001-41094 | 4.1 | 7/30/2024 |
| 4.11 | Form of Warrants. | 8-K | 001-41094 | 4.1 | 4/26/2024 |
| 10.1 | Security Purchase Agreement, dated March 31, 2025 | 8-K | 001-40194 | 10.1 | 4/1/2025 |
| 10.2 | Form of Junior Convertible Note | 8-K | 001-40194 | 10.2 | 4/1/2025 |
| 10.3 † | Forward Purchase Agreement, dated August 25, 2023 | 8-K | 001-40194 | 10.1 | 8/25/2023 |
| 10.4 † | Subscription Agreement, dated August 25, 2023 | 8-K | 001-40194 | 10.2 | 8/25/2023 |
| 10.5 † | Registration Rights Agreement, dated as of November 22, 2021, by and among Vahanna Tech Edge Acquisition I Corp., Vahanna LLC and Mizuho Securities USA LLC | 8-K | 001-40194 | 10.3 | 11/29/2021 |
| 10.6 † | Form of Lock-up Agreement | Amendment No.4 to Form S-4 | 333-269747 | 10.8 | 8/14/2023 |
| 10.7 | Note Purchase Agreement, dated June 30, 2023, by and among Roadzen, Inc., Mizuho Securities USA LLC and other parties named thereto | S-4 | 333-269747 | 10.11 | 7/30/2023 |
| 10.8 | Form of Indemnification Agreement. | 8-K | 001-40194 | 10.7 | 9/26/2023 |
| 10.9 † | Roadzen Inc. 2023 Omnibus Incentive Plan. (incorporated by reference to Exhibit 10.8 of Roadzen Inc.’s Current Report on Form 8-K (File No. 001-40194), filed with the Securities and Exchange Commission on September 26, 2023) | 8-K | 001-40194 | 10.8 | 9/26/2023 |
| 10.10 † | Roadzen Inc. 2023 Employee Stock Purchase Plan. (incorporated by reference to Exhibit 10.9 of Roadzen Inc.’s Current Report on Form 8-K (File No. 001-40194), filed with the Securities and Exchange Commission on September 26, 2023) | 8-K | 001-40194 | 10.9 | 9/26/2023 |
| 10.11 | Termination of Engagement Letters, dated September 20, 2023, by and between Vahanna Tech Edge Acquisition I Corp. and Mizuho Securities USA LLC | 8-K | 001-41094 | 10.11 | 9/26/2023 |
| 10.12 | Forward Purchase Agreement Confirmation Amendment dated as of January 30, 2024 | 8-K | 001-41094 | 10.1 | 2/5/2024 |
| 10.13 | Securities Purchase Agreement, dated as of December 15, 2023, between Roadzen Inc. and the investors party thereto from time to time | 8-K | 001-41094 | 10.1 | 1/24/2024 |
| 10.14 | Letter agreement, dated as of January 19, 2024, between Roadzen Inc. and Supurna VedBrat. | 8-K | 001-41094 | 10.2 | 1/24/2024 |
| 10.15 | Employment Agreement dated January 4, 2024 between Roadzen Inc. and Jean-Noël Gallardo (incorporated by reference to Exhibit 10.1 of Roadzen Inc.’s Current Report on Form 8-K (File No. 001-41094), filed with the Securities and Exchange Commission on January 8, 2024). | 8-K | 001-41094 | 10.1 | 1/8/2024 |
| 10.16 | Securities Purchase Agreement, dated as of March 28, 2024 (incorporated by reference to Exhibit 10.1 of Roadzen Inc.’s Current Report on Form 8-K (File No. 001-41094), filed with the Securities and Exchange Commission on April 4, 2024). | 8-K | 001-41094 | 10.1 | 4/4/2024 |
| 10.17 | Amendment No. 2 to Senior Secured Note Purchase Agreement, dated as of February 28, 2025. | 8-K | 001-41094 | 10.1 | 3/5/2025 |
| 10.18 | Placement Agency Agreement, dated January 2, 2025 | 8-K | 001-41094 | 10.1 | 1/6/2025 |
| 10.19 | Form of Subscription Agreement, dated as of December 27, 2024 | 8-K | 001-41094 | 10.1 | 1/2/2025 |
| 10.20 | Form of Lock-Up Agreement, dated as of December 27, 2024 | 8-K | 001-41094 | 10.2 | 1/2/2025 |
| 10.21 | Underwriting Agreement dated December 15, 2024 between Roadzen Inc. and ThinkEquity LLC. | 8-K | 001-41094 | 1.1 | 12/17/2024 |
| 10.22 | Form of Amendment No. 1 to Restricted Stock Unit Award Grant Notice and Restricted Stock Unit Award Agreement | 8-K | 001-41094 | 10.1 | 11/8/2024 |
| 10.23 | Form of Lock-Up Amendment | 8-K | 001-41094 | 10.1 | 9/27/2024 |
| 10.24 | Form of Binding Term Sheets dated as of July 18, 2024 | 8-K | 001-41094 | 10.1 | 7/22/2024 |
| 10.25 | Form of Registration Rights Agreement | 8-K | 001-41094 | 10.2 | 7/30/2025 |
| 10.26† | Form of Amendment to Restricted Stock Unit Award Grant Notice and Restricted Stock Unit Award Agreement | 8-K | 001-41094 | 10.3 | 7/30/2025 |
| 10.27 | Form of Placement Agency Agreement, dated July 27, 2025 | 8-K | 001-41094 | 10.1 | 7/31/2025 |
| 10.28 | Form of Securities Purchase Agreement, dated July 27, 2025 | 8-K | 001-41094 | 10.2 | 7/31/2025 |
| 10.29 | Securities Purchase Agreement, dated November 20, 2025 | 8-K | 001-41094 | 10.1 | 11/20/2025 |
| 10.30 | Form of Junior Convertible Note | 8-K | 001-41094 | 10.2 | 11/20/2025 |
| 10.31 | Placement Agency Agreement, dated November 20, 2025 | 8-K | 001-41094 | 10.3 | 11/20/2025 |
| 10.32 | Securities Purchase Agreement, dated January 19, 2026 | 8-K | 001-41094 | 10.1 | 1/20/2026 |
| 10.33 | Junior Convertible Note, dated January 20, 2026 | 8-K | 001-41094 | 10.2 | 1/20/2026 |
| 10.34 | Amendment to Securities Purchase Agreement and Junior Convertible Note, dated January 20, 2026 | 8-K | 001-41094 | 10.3 | 1/20/2026 |
| 10.35 | Second Amendment to Securities Purchase Agreement and Junior Convertible Note, dated February 25, 2026 | 8-K | 001-41094 | 10.1 | 2/26/2026 |
| 10.36* | Amendment No. 4 to Senior Secured Note Purchase Agreement, dated as of February 28, 2025. | ||||
| 10.37* | Fee Letter, dated June 26, 2026, between Roadzen Inc. and Mizuho Securities USA LLC. | ||||
| 14.1 | Code of Business Conduct | 8-K | 001-41094 | 14.1 | 9/26/2023 |
| 19.1 | Insider Trading Policy | 10-K | 001-41094 | 19.1 | 6/26/2025 |
| 21.1 | List of Subsidiaries. | 8-K | 001-41094 | 21.1 | 9/26/2023 |
| 23.1* | Consent of ASA & Associates LLP | ||||
| 31.1* | Certification of Principal Executive Officer Pursuant to Rules 13a-14(a) and 15d-14(a) under the Securities Exchange Act of 1934, as Adopted Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002. | ||||
| 31.2* | Certification of Principal Financial Officer Pursuant to Rules 13a-14(a) and 15d-14(a) under the Securities Exchange Act of 1934, as Adopted Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002. | ||||
| 32.1** | Certification of Principal Executive Officer and Principal Financial Officer Pursuant to 18 U.S.C. Section 1350, as Adopted Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002. | ||||
| 97.1 | Clawback Policy | 10-K | 001-41094 | 97.1 | 7/1/2024 |
| 101.INS* | Inline XBRL Instance Document–the instance document does not appear in the Interactive Data File as its XBRL tags are embedded within the Inline XBRL document | ||||
| 101.SCH* | Inline XBRL Taxonomy Extension Schema With Embedded Linkbase Documents | ||||
| 104* | Cover Page Interactive Data File (embedded within the Inline XBRL document). | ||||
| * | Filed herewith. |
|---|---|
| ** | Furnished herewith. |
| † | Management contract or compensatory plan or arrangement. |
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