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Roadzen Inc.

For the period ended Mar 31, 2026. Filed Jun 29, 2026.

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About this filing

A company's yearly report to the SEC, with audited financial statements. It is the fullest account a company gives of its business, its finances and the risks it sees.

FY2026 · Filed Jun 29, 2026

RDZN$1.17-0.8%Stored close · as of Nov 9, 2026

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Contents

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, 2025F-3
Consolidated Statements of Operations for the year ended March 31, 2026 and 2025F-4
Consolidated Statements of Cash Flows for the year ended March 31, 2026 and 2025F-5
Consolidated Statements of Comprehensive LossF-6
Consolidated Statements of Changes in Shareholders’ Equity / (Deficit)F-7
Notes to the Consolidated Financial StatementsF-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
NumberDescriptionFormFile NumberExhibitFiling Date
3.1Amended and Restated Memorandum and Articles of Association of Roadzen Inc.8-K001-401943.19/26/2023
4.1Form of Specimen Ordinary Shares Certificate of Roadzen Inc.8-K001-401944.19/26/2023
4.2Form of Warrant Certificate of Roadzen Inc.8-K001-401944.29/26/2023
4.3Warrant Agreement, dated November 22, 20218-K001-401944.111/29/2021
4.4Form of convertible debenture8-K001-401944.11/24/2024
4.5Form 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-K001-401944.14/4/2024
4.6Amended and Restated Warrant8-K001-401944.13/5/2025
4.7Form of Placement Agent Warrant8-K001-410944.11/6/2025
4.8Form of Pre-Funded Warrant8-K001-410944.112/17/2024
4.9Form of Representative Warrant8-K001-410944.212/17/2024
4.10Amended and Restated Senior Secured Note, dated July 26, 20248-K001-410944.17/30/2024
4.11Form of Warrants.8-K001-410944.14/26/2024
10.1Security Purchase Agreement, dated March 31, 20258-K001-4019410.14/1/2025
10.2Form of Junior Convertible Note8-K001-4019410.24/1/2025
10.3 †Forward Purchase Agreement, dated August 25, 20238-K001-4019410.18/25/2023
10.4 †Subscription Agreement, dated August 25, 20238-K001-4019410.28/25/2023
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 LLC8-K001-4019410.311/29/2021
10.6 †Form of Lock-up AgreementAmendment No.4 to Form S-4333-26974710.88/14/2023
10.7Note Purchase Agreement, dated June 30, 2023, by and among Roadzen, Inc., Mizuho Securities USA LLC and other parties named theretoS-4333-26974710.117/30/2023
10.8Form of Indemnification Agreement.8-K001-4019410.79/26/2023
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-K001-4019410.89/26/2023
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-K001-4019410.99/26/2023
10.11Termination of Engagement Letters, dated September 20, 2023, by and between Vahanna Tech Edge Acquisition I Corp. and Mizuho Securities USA LLC8-K001-4109410.119/26/2023
10.12Forward Purchase Agreement Confirmation Amendment dated as of January 30, 20248-K001-4109410.12/5/2024
10.13Securities Purchase Agreement, dated as of December 15, 2023, between Roadzen Inc. and the investors party thereto from time to time8-K001-4109410.11/24/2024
10.14Letter agreement, dated as of January 19, 2024, between Roadzen Inc. and Supurna VedBrat.8-K001-4109410.21/24/2024
10.15Employment 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-K001-4109410.11/8/2024
10.16Securities 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-K001-4109410.14/4/2024
10.17Amendment No. 2 to Senior Secured Note Purchase Agreement, dated as of February 28, 2025.8-K001-4109410.13/5/2025
10.18Placement Agency Agreement, dated January 2, 20258-K001-4109410.11/6/2025
10.19Form of Subscription Agreement, dated as of December 27, 20248-K001-4109410.11/2/2025
10.20Form of Lock-Up Agreement, dated as of December 27, 20248-K001-4109410.21/2/2025
10.21Underwriting Agreement dated December 15, 2024 between Roadzen Inc. and ThinkEquity LLC.8-K001-410941.112/17/2024
10.22Form of Amendment No. 1 to Restricted Stock Unit Award Grant Notice and Restricted Stock Unit Award Agreement8-K001-4109410.111/8/2024
10.23Form of Lock-Up Amendment8-K001-4109410.19/27/2024
10.24Form of Binding Term Sheets dated as of July 18, 20248-K001-4109410.17/22/2024
10.25Form of Registration Rights Agreement8-K001-4109410.27/30/2025
10.26†Form of Amendment to Restricted Stock Unit Award Grant Notice and Restricted Stock Unit Award Agreement8-K001-4109410.37/30/2025
10.27Form of Placement Agency Agreement, dated July 27, 20258-K001-4109410.17/31/2025
10.28Form of Securities Purchase Agreement, dated July 27, 20258-K001-4109410.27/31/2025
10.29Securities Purchase Agreement, dated November 20, 20258-K001-4109410.111/20/2025
10.30Form of Junior Convertible Note8-K001-4109410.211/20/2025
10.31Placement Agency Agreement, dated November 20, 20258-K001-4109410.311/20/2025
10.32Securities Purchase Agreement, dated January 19, 20268-K001-4109410.11/20/2026
10.33Junior Convertible Note, dated January 20, 20268-K001-4109410.21/20/2026
10.34Amendment to Securities Purchase Agreement and Junior Convertible Note, dated January 20, 20268-K001-4109410.31/20/2026
10.35Second Amendment to Securities Purchase Agreement and Junior Convertible Note, dated February 25, 20268-K001-4109410.12/26/2026
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.
14.1Code of Business Conduct8-K001-4109414.19/26/2023
19.1Insider Trading Policy10-K001-4109419.16/26/2025
21.1List of Subsidiaries.8-K001-4109421.19/26/2023
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.
97.1Clawback Policy10-K001-4109497.17/1/2024
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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