# Roadzen (RDZN) 10-K SEC filing - FY2026
- Filed: Jun 29, 2026, 4:05 PM EDT
- Fiscal year: FY2026
- Accession: 0001493152-26-031069
- OpenCapital page: https://www.opencapital.sh/filings/0001493152-26-031069
- Markdown URL: https://www.opencapital.sh/filings/0001493152-26-031069.md
- Official SEC filing index: https://www.sec.gov/Archives/edgar/data/1868640/000149315226031069/0001493152-26-031069-index.htm
## Filing documents
- [10-K (form10-k.htm)](https://www.sec.gov/Archives/edgar/data/1868640/000149315226031069/form10-k.htm)
---
## 10-K
SEC source: [form10-k.htm](https://www.sec.gov/Archives/edgar/data/1868640/000149315226031069/form10-k.htm)
**UNITED
STATES**
**SECURITIES
AND EXCHANGE COMMISSION**
**Washington,
D.C. 20549**
**FORM10-K**
**(Mark
One)**
**☒** **ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934**
**For
the fiscal year ended March 31, 2026**
**OR**
**☐** **TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 FOR THE TRANSITION PERIOD FROM TO**
**Commission
File Number 001-41094**
**ROADZEN
INC.**
**(Exact
name of Registrant as specified in its Charter)**
| British Virgin Islands | 98-1600102 |
| --- | --- |
| (State or other jurisdiction of incorporation or organization) | (I.R.S. Employer Identification No.) |
| 111 Anza Boulevard, Suite 109 Burlingame, California | 94010 |
| (Address of principal executive offices) | (Zip Code) |
**Registrant’s
telephone number, including area code: (650) 414-3530**
Securities
registered pursuant to Section 12(b) of the Act:
**Title of each class** **Trading Symbol(s)** **Name of each exchange on which registered**
Ordinary Shares, par value $0.0001 per share RDZN The Nasdaq Stock Market LLC
Warrants, each warrant exercisable for one ordinary share, each at an exercise price of $11.50 per share RDZNW The Nasdaq Stock Market LLC
Securities
registered pursuant to Section 12(g) of the Act: **None**
Indicate
by check mark if the Registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act. Yes ☐ No ☒
Indicate
by check mark if the Registrant is not required to file reports pursuant to Section 13 or 15(d) of the Act. Yes ☐ No ☒
Indicate
by check mark whether the Registrant: (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange
Act of 1934 during the preceding 12 months (or for such shorter period that the Registrant was required to file such reports), and (2)
has been subject to such filing requirements for the past 90 days. Yes ☒ No ☐
Indicate
by check mark whether the Registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule
405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the Registrant
was required to submit such files). Yes ☒ No ☐
Indicate
by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, smaller reporting company,
or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller
reporting company,” and “emerging growth company” in Rule 12b-2 of the Exchange Act.
Large accelerated filer ☐ Accelerated filer ☐
Non-accelerated filer ☒ Smaller reporting company ☒
Emerging growth company ☒
If
an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying
with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐
Indicate
by check mark whether the registrant has filed a report on and attestation to its management’s assessment of the effectiveness
of its internal control over financial reporting under Section 404(b) of the Sarbanes-Oxley Act (15 U.S.C. 7262(b)) by the registered
public accounting firm that prepared or issued its audit report. ☐
If
securities are registered pursuant to Section 12(b) of the Act, indicate by check mark whether the financial statements of the registrant
included in the filing reflect the correction of an error to previously issued financial statements. ☐
Indicate
by check mark whether any of those error corrections are restatements that required a recovery analysis of incentive-based compensation
received by any of the registrant’s executive officers during the relevant recovery period pursuant to §240.10D-1(b). ☐
Indicate
by check mark whether the Registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). YES ☐ NO ☒
The
aggregate market value of the voting and non-voting common equity held by non-affiliates of the Registrant, based on the closing price
of $0.8639 per share of the Registrant’s ordinary shares on the Nasdaq Stock Market LLC on September 30, 2025, was $42,800,857.
The
number of Registrant’s ordinary shares outstanding as of June 26, 2026 was 84,562,603.
**Table
of Contents**
| PART I | | Page |
| --- | --- | --- |
| Item 1. | Business | 1 |
| Item 1A. | Risk Factors | 13 |
| Item 1B. | Unresolved Staff Comments | 57 |
| Item 1C. | Cybersecurity | 57 |
| Item 2. | Properties | 58 |
| Item 3. | Legal Proceedings | 58 |
| Item 4. | Mine Safety Disclosures | 59 |
| PART II | | |
| Item 5. | Market for Registrant’s Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities | 59 |
| Item 6. | [Reserved] | 60 |
| Item 7. | Management’s Discussion and Analysis of Financial Condition and Results of Operations | 60 |
| Item 7A. | Quantitative and Qualitative Disclosures About Market Risk | 84 |
| Item 8. | Financial Statements and Supplementary Data | 84 |
| Item 9. | Changes in and Disagreements With Accountants on Accounting and Financial Disclosure | 84 |
| Item 9A. | Controls and Procedures | 84 |
| Item 9B. | Other Information | 85 |
| Item 9C. | Disclosure Regarding Foreign Jurisdictions that Prevent Inspections | 85 |
| PART III | | |
| Item 10. | Directors, Executive Officers and Corporate Governance | 85 |
| Item 11. | Executive Compensation | 92 |
| Item 12. | Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters | 97 |
| Item 13. | Certain Relationships and Related Transactions, and Director Independence | 99 |
| Item 14. | Principal Accounting Fees and Services | 100 |
| PART IV | | |
| Item 15. | Exhibits, Financial Statement Schedules | 101 |
| Item 16. | Form 10-K Summary | 104 |
| | Signatures | 105 |
i
**BASIS
OF PRESENTATION**
Roadzen
Inc., a British Virgin Islands business company (the “Parent Company”, formerly known as Vahanna Tech Edge Acquisition I
Corp; and sometimes referred to in this filing as “Vahanna”) has subsidiaries located in India, the United States, the United
Kingdom and the People’s Republic of China. The Company is a leading Insurtech platform and provides solutions in relation to insurance
products, including distribution, pre-inspection assistance, telematics, claims submission and administration, and roadside assistance.
On
September 20, 2023 (the “Closing Date”), Vahanna, Roadzen, Inc., a Delaware corporation (“Roadzen (DE)”), and
Vahanna Merger Sub Corp., a Delaware corporation and a direct, wholly owned subsidiary of Vahanna (“Merger Sub”), consummated
the Business Combination (as defined below) pursuant to the Agreement and Plan of Merger, dated February 10, 2023, by and among Vahanna,
Roadzen (DE) and Merger Sub, as amended by the First Amendment to the Agreement and Plan of Merger, dated June 29, 2023 (as so amended,
the “Merger Agreement”). Pursuant to the terms of the Merger Agreement, Merger Sub merged with and into Roadzen (DE), with
Roadzen (DE) surviving the merger as a wholly owned subsidiary of Vahanna (the “Merger,” and together with the other transactions
contemplated by the Merger Agreement and the other agreements contemplated thereby, the “Business Combination”).
In
connection with the consummation of the Business Combination, Vahanna changed its name to “Roadzen Inc.” On September
21, 2023, the Company’s ordinary shares, par value $0.0001 per share (“Ordinary Shares”) and Public Warrants (as
defined in Note 2 to the accompanying consolidated financial statements) began trading on the Nasdaq Global Market and Nasdaq
Capital Market under the ticker symbols “RDZN” and “RDZNW,” respectively.
Unless
otherwise noted or the context otherwise requires, references to the “Company,” “Roadzen,” “we,”
“us,” or “our” refer to the business of Roadzen (DE) and its subsidiaries prior to the consummation of the Business
Combination and became the business of Roadzen Inc. and its subsidiaries following the consummation of the Business Combination.
References
to a year herein refers to our fiscal year ended on March 31 of the specified year.
Certain
monetary amounts, percentages, and other figures included herein have been subject to rounding adjustments. Accordingly, figures shown
as totals in certain tables and charts may not be the arithmetic aggregation of the figures that precede them, and figures expressed
as percentages in the text may not total 100% or, as applicable, when aggregated may not be the arithmetic aggregation of the percentages
that precede them.
ii
**MARKET
AND INDUSTRY DATA**
This
Annual Report includes estimates regarding market and industry data and forecasts, which are based on our own estimates utilizing our
management’s knowledge of and experience in, as well as information obtained from our subscribers, trade and business organizations,
and other contacts in the market sectors in which we compete, and from statistical information obtained from publicly available information,
industry publications and surveys, reports from government agencies, and reports by market research firms. Industry publications, reports, and other published data generally state that the information contained
therein has been obtained from sources believed to be reliable, but we cannot assure you that the information contained in these reports,
and therefore the information contained in this Annual Report that is derived therefrom, is accurate or complete. Our estimates of our
market position may prove to be inaccurate because of the method by which we obtain some of the data for our estimates or because this
information cannot always be verified with complete certainty due to the limits on the availability and reliability of raw data, the
voluntary nature of the data gathering process, and other limitations and uncertainties. As a result, although we believe our sources
are reliable, we have not independently verified the information and cannot guarantee its accuracy and completeness.
iii
**CAUTIONARY
NOTE REGARDING FORWARD-LOOKING STATEMENTS**
This
Annual Report contains forward-looking statements. All statements other than statements of historical facts contained in this Annual
Report are forward-looking statements. This includes, without limitation, statements regarding our vision and business strategy, including
the plans and objectives of management for our future operations; our market opportunities, our future revenue opportunities, performance
of our partnerships, and our future performance and financial condition. Such statements can be identified by the fact that they do not
relate strictly to historical or current facts. When used in this Annual Report, words such as “anticipate,” “believe,”
“continue,” “could,” “estimate,” “expect,” “expected to,” “intend,”
“may,” “might,” “plan,” “possible,” “potential,” “predict,” “project,”
“should,” “strive,” “would,” and similar expressions may identify forward-looking statements, but
the absence of these words does not mean that a statement is not forward-looking. Forward-looking statements are predictions, projections,
and other statements about future events that are based on current expectations and assumptions and, as a result, are subject to risks
and uncertainties. Many factors could cause actual future events to differ materially from the forward-looking statements in this Annual
Report, including, but not limited to:
- our limited operating history makes it difficult to evaluate our business and prospects;
- we may be unable to execute our business plan or maintain our competitive position and high-level customer satisfaction if we fail to maintain adequate operational and financial resources, particularly if we continue to grow rapidly;
- a significant portion of our revenue is concentrated with a limited number of customers;
- our business depends on our use of proprietary technology and relies heavily on laws to protect such technology;
- our management team has limited experience managing a public company;
- U.S. shareholders may not be able to obtain judgments or enforce civil liabilities against us or our executive officers or our Board of Directors (our “Board”);
- we incur significant increased costs as a result of operating as a public company, and our management will continue to be required to devote substantial time to new compliance initiatives; and
- other factors detailed under the section “Summary of Risk Factors” and Part I. Item 1A. “Risk Factors” in this Annual Report.
These
forward-looking statements are based on information available as of the date of this Annual Report and current expectations, forecasts,
and assumptions, and involve a number of judgments, risks, and uncertainties. Accordingly, forward-looking statements should not be relied
upon as representing our views as of any subsequent date, and we do not undertake any obligation to update forward-looking statements
to reflect events or circumstances after the date they were made, whether as a result of new information, future events, or otherwise,
except as may be required under applicable securities laws. We intend the forward-looking statements contained in this Annual Report
to be covered by the safe harbor provisions for forward-looking statements contained in Section 27A of the Securities Act of 1933, as
amended, or the “Securities Act”, and Section 21E of the Securities Exchange Act of 1934, as amended, or the “Exchange
Act”.
As
a result of a number of known and unknown risks and uncertainties, our actual results or performance may be materially different from
those expressed or implied by these forward-looking statements. You should not place undue reliance on these forward-looking statements.
iv
**SUMMARY
RISK FACTORS**
Our
business is subject to numerous risks and uncertainties, including those highlighted in the section entitled “Risk Factors”
in this Annual Report, that represent challenges that we face in connection with the successful implementation of our strategy and the
growth of our business. In particular, the following considerations, among others, may offset our competitive strengths, or have a negative
effect on our business strategy, which could cause a decline in the price of our Ordinary Shares or Public Warrants and result in
a loss of all or a portion of your investment:
- We have a history of losses and we anticipate increased expenses in the future.
- A substantial portion of our revenue is derived from a relatively small number of clients ranging from insurers, OEMs and automotive fleets, and the loss of any of these clients, or a significant revenue reduction from any of these clients, could materially impact our business, results of operations and financial condition.
- U.K. Financial Conduct Authority (“FCA”) regulations and guidelines may continue to have an adverse impact on our business and operations in the U.K.
- International trade policies, including tariffs, sanctions and trade barriers may adversely affect our business, financial condition, results of operations and prospects.
- Our larger clients have negotiating leverage, which may require us to agree to terms and conditions that result in increased cost of sales, decreased revenue, lower average selling prices and gross margins, and increased contractual liability risks, all of which could harm our results of operations.
- If we are unable to attract new customers, our future revenue and results of operations will be harmed.
- Our rapid growth makes it difficult to evaluate our future prospects and increases the risk that we will not continue to grow at or near historical rates.
- We may not be able to ensure the accuracy and completeness of product information and the effectiveness of our recommendation of insurance products on our platform.
- Increases in technology costs that are used in providing services to our clients would adversely affect our business, results of operations, and financial condition.
- Our business depends on our brand, and if we fail to develop, maintain, and enhance our brand and reputation cost-effectively, our business and financial condition may be adversely affected.
- Our revenue growth rate in part depends on existing customers renewing and upgrading their contracts.
- A decline in our customer renewals and expansions could adversely impact our future results of operations.
- We rely heavily on direct sales to sell automobile insurance brokerage services.
- Our growth strategy depends on continued investment in and around the delivery of innovative AI solutions. If we are unsuccessful in delivering the above-mentioned AI solutions, it could adversely impact our results of operations and financial condition.
- A downturn in the automotive sector, auto insurance industry, claims volumes, or supporting economy, which are outside of our control, could adversely impact our results of operations.
- Changes in the automotive insurance industry, including the adoption of new technologies, such as autonomous vehicles, may significantly impact our results of operations.
- Our customers may defer or forego purchases of automobiles in the event of weakened global economic conditions or political transitions, which in turn will affect purchases of our products or services.
- We face competition in our market, which could negatively impact our business, results of operations, and financial condition and cause our market share to decline.
- If we are unable to develop, introduce and market new and enhanced versions of our services and products, we may be put at a competitive disadvantage and our operating results could be adversely affected.
- Governments or independent standards organizations may implement significant regulations or standards that could adversely affect our ability to produce or market our products.
v
- We are, and in the future may become a party to litigation, which could result in damage to our reputation and harm our future results of operations.
- Failure to comply with laws and regulations applicable to our business could subject us to fines and penalties and could also cause us to lose customers or otherwise harm our business.
- Our failure to comply with the requirements of applicable environmental legislation and regulation could have a material adverse effect on our revenue and profitability.
- We are subject to stringent and changing laws, regulations, standards, and contractual obligations related to privacy, data protection, and data security. Any actual or perceived failure to comply with such obligations could harm our business.
- We face risks arising from our non-controlling interest in a Chinese subsidiary and our operations in India.
- Failure to protect our intellectual property could adversely impact our business and results of operations.
- We may enter into joint ventures, collaborations or sponsored developments for intellectual property and, as a result, some of our intellectual property may, in the future, be jointly owned by other parties.
- Assertions by third parties of infringement or other violation by us of their intellectual property rights could result in significant costs and substantially harm our business and results of operations.
- Confidentiality agreements with employees and others may not adequately prevent disclosure of trade secrets and other proprietary information.
- Our exposure to risks associated with the use of intellectual property may be increased as a result of acquisitions.
- Nasdaq may delist our securities from trading on its exchange, which could limit investors’ ability to make transactions in our securities and subject us to additional trading restrictions.
- Our share price may change significantly and you could lose all or part of your investment as a result.
- Because there are no current plans to pay cash dividends on our Ordinary Shares for the foreseeable future, you may not receive any return on investment unless you sell your Ordinary Shares for a price greater than that which you paid for it.
- Future sales, or the perception of future sales, by the Company or its shareholders in the public market could cause the market price for the Company’s ordinary shares to decline.
- We are subject to increased costs as a result of operating as a public company, and our management is required to devote substantial time to new compliance initiatives.
vi
**PART
I**
**Item
1. Business.**
**Overview**
Roadzen
is a leading Insurtech company on a mission to transform global auto insurance powered by advanced artificial intelligence (“AI”).
At the heart of our mission is our commitment to create transparency, efficiency, and a seamless experience for the millions of end customers
who use our products through our insurer, original equipment manufacturer (“OEM”), and fleet (such as trucking, delivery,
and commercial fleets) partners. We seek to accomplish this by combining computer vision, telematics and AI with continually updated
data sources to provide a more efficient, effective and informed way of building auto insurance products, assessing damages, processing
claims and improving driver safety. Insurers and other partners of Roadzen across the world use Roadzen’s technology to launch
new auto insurance products, manage risk better and resolve claims faster. These products are built with dynamic underwriting capabilities,
Application Programming Interface, or API-led distribution and real-time claims processing.
Roadzen
has built a pioneering technology platform that uses telematics, computer vision and data science to spearhead innovation across the
insurance value chain, namely underwriting, distribution, claims and road safety. We call it the Roadzen Insurance as a Service (“IaaS”)
platform. Our business generates commission-based revenue as an insurance broker focused on embedded and B2B2C (Business-to-Business-to-Customer)
insurance distribution, and fee-based revenue as a provider of innovative cloud, telematics, and AI-based applications for the auto insurance
ecosystem.
Roadzen
has four major client types:
- Insurance — including insurance companies, reinsurers, agents, brokers;
- Automotive — including carmakers, dealerships, online-to-offline car sales platforms;
- Fleets — including small and medium fleets, taxi fleets, ridesharing platforms, commercial and corporate fleets; and
- Other distribution channels such as financial services companies providing auto loans, and telematics companies.
Our
operations are global, serving a diverse and expanding client base that includes market-leading insurance companies, fleets, and automotive
OEMs, such as AXA, SCOR, Arch, Société Générale, Jaguar Land Rover, Audi, Mercedes, Volvo, and several others.
We deliver specialized insurance and mobility solutions across key geographies, including India, the U.S., U.K., Europe and China, through
a network of regulated entities and licensed platforms.
In
the U.K. and Europe, we operate through a specialist Managing General Agent (“MGA”) based in Coventry, England, which provides
auto insurance, extended warranties, and claims management services to insurers, automotive dealers, manufacturers, and fleet operators.
This MGA leverages its regulatory license to underwrite and service policies locally while utilizing third-party licenses to deliver
solutions globally. It acts as a delegated authority on behalf of insurers, managing policy sales and claims adjudication via its brokerage
platform. Revenue is generated through commissions and administrative fees tied to Gross Written Premium (“GWP”), with specialty
contracts typically structured over five-year terms.
In
the U.S., we operate a licensed auto club based in Burlingame, California that specializes in commercial roadside assistance (“RSA”)
and claims management. With a robust network of over 75,000 service providers nationwide, it offers towing, transportation and first
notice of loss (“FNOL”) services to government fleets, enterprises, insurers and auto manufacturers. We also operate a California-based
insurance broker and managing general underwriter, after acquiring a majority stake in that company in the quarter ended December 31,
2025. These capabilities support our comprehensive suite of mobility and insurance infrastructure services across North America.
1
In
India, we operate as a licensed insurance broker providing distribution and servicing of motor insurance products, while also providing
RSA, vehicle inspection, and claims management services. We also operate a workshop management platform, digitizing end-to-end auto repair
across a network of more than 1,200 verified garages and car repair workshops. Our India operations further serve as the Company’s
global technology headquarters, where our product, engineering, and AI teams develop and scale the core platforms that power our insurance
and mobility services worldwide.
In
the People’s Republic of China, we operate a data analytics and AI-enabled software company serving the insurance and mobility
value chain in the Greater China market.
Together,
these operations form a seamless platform that combines insurance, technology, and mobility services across our global footprint.
*Roadzen’s
AI Manifesto*
Our
mission is to build the leading company at the intersection of AI, insurance and mobility. To
further our mission, we have built a pioneering lab focused on fundamental and applied AI research. We work on core research areas in
computer vision, generative AI, and traditional machine learning to develop product experiences that improve the safety, convenience,
and protection of millions of drivers across the world. Roadzen is a founding member of the AI Alliance fostering safe, responsible,
and open-source development alongside industry leaders such as Meta, IBM, Hugging Face, Stability AI, AMD, Service Now, and others. Our
approach to build precision AI models in insurance and mobility has won several industry accolades. Roadzen achieved significant industry
recognition for its advancements in AI and technology during the last several years. Honors included ‘Breakthrough in Computer
Vision’ (FE AICONIC Summit & Awards 2026), InsurTech Solution of the Year (Fintech Breakthrough Awards 2026), ‘Best Insurtech’
(Bharat Fintech Summit Awards 2026), ‘Best AI in Deep Tech’ at the AI Awards Summit 2025 by Entrepreneur India and secured
a spot on the Fintech40 Index by L’Observatoire de la Fintech. It was named the ‘World’s Top InsurTech’ by CNBC
in 2024, ‘Most Innovative Use of AI’ by Financial Express at the FE Futech Awards 2024 and won the Gold Stevie Award for
its Claims insurance solution at the International Business Awards 2024. Additional recognitions included ‘Excellence in InsurTech’
by the India FinTech Forum (IFTA 2024), ‘Best Use of AI in Insurance’ at the Global AI Summit & Awards (GAISA 2024),
and ‘Best Product and Business Team’ at the World Auto Forum 2024. Roadzen also won ‘Best Use of Technology’
at the Entrepreneur Awards 2024 and ‘Most Innovative Company’ at the World Finance Innovation Awards 2024.
**Our
Opportunity**
We
recognize four broad areas of opportunity for the future of auto insurance that our technology is poised to address.
*Product
and Pricing*
The
way auto insurance is underwritten and priced is expected to undergo a fundamental shift. With increasing connectivity, “pay how
you drive” and usage-based insurance (“UBI”) will emerge as natural complements to traditional auto insurance. Mobile
apps, aftermarket devices, and the actuarial challenges of underwriting insights after selection are likely to become outdated. Instead,
the insurance industry is likely to experience a change due to a proliferation of connected data from the vehicle which, when added to
demographic data and loss-causing information such as braking, acceleration, cornering and driving speed, will create better risk pools.
Such enhanced and connected data will improve the accuracy and convenience of assessing and pricing risk in real-time, giving advantage
to those that have access to this data.
Similarly,
within products such as extended warranty it has now become easier to gather data about a vehicle’s performance and usage, including
information about how the vehicle is being driven, its maintenance history, and potential mechanical issues. This information can be
used to identify potential problems early on, before they become major issues that require costly repairs. As our technology advances,
it is likely that extended warranties will become more customized and data-driven. For example, instead of offering a blanket coverage
plan, extended warranties may be tailored to individual drivers based on their driving habits and usage patterns.
2
*Claims*
Today’s
claims processes are fragmented, complex and manual. Processing claims requires significant input from customers, insurers, repair-shop
networks and rental providers, and it often relies on incomplete data from the parties involved.
In
the new future of mobility, insurers will be able to simplify, streamline and automate the claims process through telematics and video
streaming to provide accurate data on a real time basis. AI will interpret the data gathered, allowing for seamless claims handling and
enabling the insurer to choose how and when to introduce human intervention. Small claims can be automated to be fully touchless and
processed within minutes from first notification of loss to payments.
The
vehicle repair and rental segments could also undergo their own shift (opening opportunities for OEMs) because traditional repair shops
do not have much experience with repairing vehicles with highly sophisticated embedded technology.
*Distribution*
As
the number of connected vehicles grows, so too will in-vehicle services and products, including insurance. OEMs have historically participated
in insurance distribution by acting as a lead-referral partner to a range of insurance providers. However, the growth of both connected
vehicles and digital direct-to-consumer distribution of electric vehicles provides promising prospects for a new channel through which
consumers can directly buy insurance from the OEM in an embedded purchase. The OEMs will require partners who can provide a white-labeled
technology platform through which the OEMs can price policies, process claims and offer other products such as extended warranty coverage.
*Auto
Insurance Market*
Global insurance premiums reached approximately $7.8 trillion (€6.9 trillion) in 2025 according to the Allianz Global Insurance
Report 2026, representing approximately 7% of global gross domestic product. Advances in smartphone penetration,
data ubiquity, and AI have created a significant opportunity to shape the digital insurance economy.
The
automotive insurance market is an industry led by legacy players. The global automotive insurance market was approximately $923
billion in 2023 and is projected to reach approximately $2.3 trillion by 2032, growing at a compounded annual rate of 10.8%,
according to Allied Market Research. There are approximately 1.55 billion vehicles on the road worldwide, including cars, vans and trucks
(excluding motorcycles), according to Organisation Internationale des Constructeurs d’Automobiles (OICA). According to Swiss
Re Institute’s *sigma* research, premiums paid for automobile insurance was close to 15% of the total insurance premiums
paid worldwide in 2022. Over the span of the next ten years, we expect auto insurance premiums to surpass 20% of total
insurance premiums, representing high traction for the segment.
The
continued development of autonomous vehicles, electric vehicles, connected vehicles (vehicles that can communicate bidirectionally with
other systems outside of the car) and “Mobility as a Service” platforms can shift the emphasis from providing individual
insurance to providing insurance to fleet owners, and embedded insurance at the point-of-sale to car companies. This changing trend signals
a shift from direct insurance (which is insurance sold ad-hoc to a consumer and separate from the purchase of the vehicle) to embedded
insurance solutions (which is a form of digital bundling that enables companies to offer insurance policies as an add-on) with enhanced
focus on road safety, accident prevention, usage-based insurance, warranties, and distribution platforms with technologies to provide
ongoing support capabilities on policies.
We believe
that Roadzen is uniquely positioned with the technology,
global scale, and strategic relationships to emerge as a key player at the forefront of this massive change.
3
**Our
Business**
Roadzen
has two principal models for generating revenue: 1) platform sales of our IaaS platform, and 2) brokerage commissions and fees. We follow
a capital-light business model, meaning that we do not underwrite any risk ourselves or carry any insurance risk on our balance sheet
for either source of revenue.
1. IaaS Platform:
Roadzen
provides an IaaS technology platform addressed towards insurance for mobility. The IaaS platform has a suite of products that work cohesively
to address the auto insurance value chain. Roadzen sells its IaaS platform to insurers, car manufacturers, and fleet companies to deliver
services for their respective insured customers. Our deep understanding of the insurance industry has enabled us to develop a unified
suite of modules and products that is tailored to address the key challenges faced in auto insurance. Our solution suite includes several
products that support the insurance lifecycle, such as:
- **Via**: enables fleets, carmakers and insurers to inspect a vehicle using computer vision;
- **Global Distribution Network** (“GDN”): enables the configuration, customer quote, payment (in any currency), and administration of any insurance policy with any insurance carrier as the underwriter;
- **Claims**: enables digital, touchless and real-time resolution of claims from FNOL through payment, using telematics and computer vision;
- **StrandD**: enables digital, real-time dispatch and tracking for RSA and FNOL during accident claims;
- **Good Driving**: enables insurers and fleets to recognize their best drivers, train poor drivers and build UBI programs;
- **DrivebuddyAI**: enables any vehicle to get advanced driver-assistance capabilities utilizing cameras and neural networks to deliver better safety on the road;
- **MixtapeAI**: a platform designed to power AI agents and transform customer interactions in the insurance and mobility sectors; and
- **AutoSpace**: a workshop management software platform, digitizing the end-to-end repair journey across a network of workshops throughout India.
Our
technology revolutionizes the customer experience by helping customers obtain a policy within seconds and process a claim estimate within
minutes in comparison with existing processes that can take weeks. Roadzen’s revenue derived from platform sales is usage-based,
meaning we get paid on a per-vehicle or per-use basis.
Roadzen’s
IaaS income accounted for approximately 49.6% of revenues for the year ended March 31, 2026.
2. Brokerage Solutions:
Roadzen
acts as an insurance broker utilizing its technology to sell insurance through our embedded and B2B2C distribution model. The policies
are sold by insurance intermediaries such as agents and through captive distributors such as dealerships, fleets and used car platforms.
Our B2B2C channel partners choose us for a variety of reasons — for the ease of integrating our technology through APIs into their
ecosystem, for a seamless, fully digital customer experience from obtaining a policy to submitting a claim, and for integrations with
a large number of insurance companies who sell their policies through our platform to give users multiple policy options. Lastly, we
can provide a superior customer experience by bundling telematics for road safety, roadside assistance and claims management to the customer
— a customer experience that we believe is unrivaled by other traditional brokers. Roadzen’s revenues from brokerage services
are based on commissions and other fees that are paid by our insurance carriers as a percentage of the GWP for each policy.
Roadzen’s
brokerage solutions accounted for approximately 50.4% of revenue for the year ended March 31, 2026.
4
**Our
Strengths**
We believe that our key strengths include the following:
1. **Data**. We have collected extensive data and consumer insights over the years. These data insights help our insurer customers with more accurate risk assessment and pricing of their policies. By providing insurers with tailored data insights and analytics to make profitable risk selections, we enable them to generate advanced pricing simulation and underwriting models.
2. **Technology Architecture**. Our open API architecture is conducive to technology integrations with insurers on one side and distribution channels on the other for our brokerage business. Our platform enables real-time data sharing and pricing simulations. We continuously automate the processes across policy purchase and issuance, servicing and renewals, thereby streamlining processes for insurers who utilize our platform to offer insurance to their customers. We also work with insurers to create dedicated and customized technology-based solutions for various process flows, such as offering computer vision-based inspections, digital KYC and easy payment processing.
3. **Deep domain expertise**. We have assembled a global team with decades of experience and knowledge in insurance, automotive and technology. This cross-functional expertise is necessary to address the complexity in the automotive insurance sector.
4. **Proven R&D engine**. We invest heavily in R&D efforts and are committed to delivering market-leading technology for the auto insurance economy. We believe AI will have a transformative impact on the insurance economy and have focused our efforts on deep learning technology, and we have released several new solutions incorporating real world AI at enterprise scale. We are building a high-tech computer vision lab where our goal is to make machines “see.” This has a significant impact at the intersection of insurance and mobility. We have developed over 300 AI models in computer vision as well as natural language processing such as car inspection, driver scoring, vehicle, part and damage detection, driver distraction, insurance GPT (policy summary of any insurance policy), claims invoice automation, road object detection and driver facial landmark detection. Roadzen AI is built on our proprietary Canvas platform that allows ground truth generation, automated model selection, and continuous training and deployment of AI models. We believe our focus on machine learning operations allows us to build and deploy models faster, iterate quicker and produce impactful real-world AI is a significant competitive advantage over our traditional and Insurtech peers.
5. **Deep, collaborative ecosystem relationships**. Since our founding, we have developed strong and strategic relationships with leading insurers, reinsurers, on-ground repair networks, dealership groups, fleets and automotive manufacturers, among others. We are a trusted partner to our clients, which allows us to collaborate and adapt our business based on customer feedback and changing expectations to stay ahead of our competition.
**Our
Business Strategy**
Key elements of our strategy include:
1. **Acquire New Customers.** We believe there is a substantial opportunity to continue to grow our customer base across the auto insurance industry. As of March 31, 2026, we had 152 major customers in the insurance and automotive industry and approximately 4,200 customers made up of smaller agents and fleets, which represents a very small portion of carriers, automakers and fleets globally. We are investing in our sales and marketing, specifically targeting key accounts, expanding small business sales, and leveraging current customers as references.
2. **Cross-sell and Upsell to Existing Customers**. A central part of our strategy is expanding solution adoption across our existing customer base. We have developed long-term relationships with our customers and have a proven track record of successfully cross-selling product offerings. Our customers are increasingly looking to Roadzen as a trusted partner to address complexity and solve their challenges. We have the opportunity to realize incremental value by selling additional functionality to customers that do not currently utilize our full solution suite from our platform. As we innovate and bring new technology and solutions to the market, we also have the opportunity to realize incremental value by selling new products to our existing customer base. Our customers include leading insurers and car companies that have a global presence and are keen on digitizing their auto insurance offerings. We believe that successful integration in one geography can open up opportunities within other geographies.
5
3. **Broaden our partner ecosystem.** We view our customers as partners, as our product offerings act as an extension of their business. We intend to extend our network of partners to enhance our value proposition and create new market opportunities. We have a large network of insurance providers and reinsurance providers that use our platform and that are either interdependent on each other or, at the very least, would benefit from fostering mutually beneficial relationships with one another. As an example, if a reinsurer is looking to expand into a new market, they will need an insurer that can support them on the front end of the insurance process. Roadzen’s network of insurers is a great resource and we can help facilitate a marriage of reinsurer with insurer, providing a potential business expansion solution for its customers and, in turn, creating more business conducted through Roadzen. The more customers Roadzen acquires, the likelier it becomes that one customer will find a partner in another customer.
4. **Broaden our geographical presence.** We believe there is significant need for our solutions on a global basis and, accordingly, an opportunity to grow our business through international expansion. The global nature of several of our clients provides an excellent anchor relationship to launch us into new markets.
**Our
Offerings**
Our
main offerings are underwriting solutions for cars, drivers and fleets, road safety using app-based and computer vision-based telematics
(including accident prevention, distraction alerts, and driver coaching), and claims management (including accident scene management,
FNOL, touchless video loss adjustment and RSA).
Roadzen
markets these solutions through one of two channels — (i) as an IaaS provider or (ii) as a broker. Roadzen builds and tests its
solutions in high-frequency and lower-margin Chinese and Indian auto-insurance markets before deploying the services to higher-margin
markets in the U.K, E.U., and U.S.
1. Insurance as a Service (IaaS) Platform
Roadzen’s
unified IaaS platform powered by computer vision and telematics helps insurers improve their underwriting capabilities, and process real-time
claims using touchless, remote protocols. Using our technology, our clients can launch products quickly and provide a great end-customer
experience to motorists. Supported by a vertically integrated AI stack with labeling, training, and neural network design capabilities,
Roadzen gives insurers personalized underwriting capabilities, and instant claims processing abilities. Our IaaS platform-enabled products
include underwriting and claims processing, which are managed on a fully-integrated, real-time platform.
*Underwriting*
Roadzen’s
underwriting platform, powered by AI-trained models, helps customers make better, data-driven decisions, which results in accurate and
precise policy underwriting. We provide a pricing engine that allows the underwriting of insurance policies based on asset value, usage-based
insurance, driver scoring using telematics, and other auto products such as extended warranty. Our rating engine empowers insurers to
underwrite risk using in-house data sources, delivering dynamic risk-assessed pricing for each policy insured. As more data accumulates,
recursive patterns emerge, creating precise assessment of risk. Our offerings are extremely valuable to our customers, as most traditional
insurers typically lack the expertise to build AI-powered underwriting technologies in-house. Additionally, our technology requires a
large amount of data to create and train predictive models with accuracy. Roadzen, through its partnerships with insurers, has continuous
access to large volumes of data. As Roadzen’s technology is built in-house and not influenced by any specific customer, the underwriting
algorithms are unbiased and allow Roadzen to serve as an industry benchmark. Roadzen offers underwriting platforms for asset-based underwriting
and usage-based underwriting and is working towards providing underwriting platforms for behavior-based underwriting.
6
*Claims
Processing*
For
insurers, it is challenging to manage the customer experience during the claims process. Furthermore, Insurtech innovations over the
last two decades have been highly focused on distribution, with less of an emphasis on seamless, efficient claims processing for the
end customer. Roadzen has built an ecosystem that helps insurers provide an improved customer experience.
Roadzen’s
Claims platform is powered by telematics, computer vision algorithms, and real-time video streaming modules to conduct live surveys of
vehicle accidents. Within seconds, AI and computer-vision algorithms can identify the damaged parts, the extent of the damage, repair
or replacement decisions, and the estimated cost of repair. Traditionally, this multi-step process takes anywhere between two and
seven days, depending on the insurer. Additionally, total costs can be inflated by the interplay among multiple service providers
that have traditionally been involved in repairing a damaged vehicle (such as repairers, surveyors and others). As Roadzen’s technology
is unbiased, Roadzen eliminates the threat of cost inflation, providing savings to both the insurance company and its end customer. Roadzen’s
digital claims management platform, Claims, is built for a user-driven approach and has transformed opaque claims processing into proactive
engagement with customers.
*Claims* initiates a claim using telematics, conducts remote surveys of accidents using photos and videos, and processes the claim by providing
an estimate of costs needed to repair or replace the damaged part purely using computer vision. Applying photography, video-streaming
and computer vision, Roadzen can inspect a vehicle instantly to assess risk profile, damages, and repair value. We believe that Roadzen
delivers a best-in-class customer experience with improved outcomes for insurers, customers and repair shops alike. Whether parametric,
assisted, or self-service, our engine handles all claims using algorithmic triage protocols, video, and deep learning for faster and
more accurate resolution. Our deep ecosystem for claims processing includes loss adjusters, repairers, roadside assistance, and payments
for a one-stop solution to simplify and transform the claims journey.
*Roadside
Assistance (“RSA”)*
We
believe RSA is key to offering a better claims experience for customers, including our fleet and OEM customers, and a powerful tool to
limit fraud and leakage for insurers. End customers who sustain an accident need proactive service by insurers to start the claim and
FNOL processes. Roadzen’s assistance platform can capture the “moment of truth” for insurers by obtaining near real-time
information about the accident with video and photographic evidence. In a matter of minutes, Roadzen’s solution provides the insurer
with clarity on all relevant questions after an incident occurs, including details on the parties involved, extent of the damage, and
the time, location, and stated cause of the incident. Roadzen’s white-labelled RSA product, *StrandD*, provides accident management,
emergency call, vehicle-breakdown call, network management, and digital dispatch capabilities to get customers back on the road quickly.
As a digitally enabled and integrated network, *StrandD* provides for 24/7 customer service. Roadzen is working with industry-leading
automotive companies, insurers, aggregators, and fleets to power their assistance needs.
*Telematics*
We
have built a telematics data exchange that enables the ingestion of mobility data from a multitude of sources, including connected cars,
on-board diagnostics devices, software development kits (mobile apps), and dashcam video. It is a next-generation telematics platform
that adds real-time driving context to significantly improve risk measurement, and more importantly, guide drivers to avoid predictable
risks and make driving safer. Roadzen’s telematics improves upon first-generation telematics solutions by fusing real-time traffic,
video context, and weather information with driver behavior data. Additionally, we add driver distractions and fatigue to the evaluation
matrix, and we measure accident hot spots to create the most comprehensive and rich driving evaluation possible. Roadzen’s telematics
offerings are bundled into its underwriting, claims and brokerage products.
Our
platform generates a driver score for each driver and a fleet safety index to help insurers make more informed underwriting decisions
and offer better products to their customers. Fleet owners can better track driving behavior and provide this feedback to their drivers,
all leading to improved and safer fleet operations. The potential benefits of this approach include safer drivers, fewer accidents, fewer
delays and shorter repair times, leading to greater efficiency, lower costs, and greater profits. Roadzen has three telematics layers
operating on the same core technology.
7
Roadzen
telematics for insurance consists of a comprehensive telematics stack for driver behavior including:
- Software-based: The insured end customer’s mobile phone generates driving behavior data through a software development kit which is integrated into a mobile application. This software is primarily utilized by insurers to embed in the end customer applications, generating the insured’s driver score for future policy underwriting.
- Connected vehicles: As vehicles become increasingly connected over time, more and more will have a telematics control unit built into the vehicle, and Roadzen’s APIs can integrate with the vehicle software to fetch data for our exchange.
- Video telematics: Roadzen’s subsidiary DrivebuddyAI is a V2X (“vehicle-to-everything”) dashcam that brings ADAMATICS (ADAS + Telematics) capabilities to any vehicle using purely computer vision. The system continuously monitors the road ahead and utilizes artificial intelligence to analyze potential hazards. The driver-facing camera performs landmark detection on the driver’s face to recognize distractions, pose, and yaw. The system alerts the driver in real-time to avoid collisions — a major benefit for fleets, insurers and automotive OEMs. Reduced distractions and collision avoidance leads to better underwriting outcomes and loss control for insurers and commercial fleets. The DrivebuddyAI system is not just safer for fleets, but is also used for more accurate driver logging, fleet utilization, and visual mapping. We believe that our ADAMATICS solution has an opportunity to become a fundamental part of the commercial auto insurance market.
2. Brokerage Solutions
We
have built a distribution platform that allows Roadzen to sell insurance policies from any insurer and offer these products through multiple
distribution channels using simple APIs. The result is a comprehensive, integrated user experience from quote to policy to claim. Our
underwriting and claims are done using our AI platform, and the financial risk is assumed by leading insurers and reinsurers. We do not
hold any balance sheet risk.
Currently,
the digital brokerage competitive environment is focused on selling the available insurance products without innovating the insurance
product itself. Roadzen’s IaaS platform, with its unique capabilities, gives its distribution business a competitive edge. The
platform’s capabilities include:
- Product creation and underwriting: Our technology can be used by insurers to make underwriting decisions for their customers, the platform has ingested years of data to train and improve its algorithms’ policy pricing capabilities. We have built and launched traditional auto, UBI and driver score-based insurance policies with our partners.
- Re-insurer backing: Roadzen has cultivated partnerships with global reinsurers, which provides Roadzen with the ability to co-create products using our technology and in turn provide them to our customers.
- API Exchange: Roadzen’s insurance marketplace is agnostic as to the insurer, geography and product, enabling Roadzen to launch new products, enter new markets, and serve any vehicle category. Our API benefits end-customers with access to a single window of real-time quote information from all participating insurers and a seamless claims management experience.
**Our
Revenue Model**
Roadzen’s
business is centered around the B2B2C model, using the Roadzen technology and ecosystem to provide better underwriting capabilities,
a more efficient claims management process, RSA, and a digitized policy pricing engine to fleet, insurance, and car company customers.
Our vision is to be the lowest cost of distribution brokerage business in the market. Retail customer acquisition costs are very high
for insurers, but Roadzen does not spend on acquiring retail customers directly. Roadzen incurs costs on the B2B front, including sales
and marketing costs, to onboard the channel partners, which consist of dealers, fleet companies, agents, car companies, and strategic
tie-ups. This enables Roadzen to bundle its ecosystem offerings to its customers. This approach has resulted in consistent revenue streams.
8
Roadzen
deploys its solutions to insurers as a technology provider. It serves as a SaaS provider to auto insurers that embed our offerings with
their end customers. Insurers benefit from more efficient underwriting processes and reduced claims processing costs; in turn, their
customers secure a simplified online experience in claims reporting, risk evaluations, payments, and RSA. Insurers pay Roadzen a percentage
of premiums charged where Roadzen’s solutions are used for underwriting. Fixed fees per usage of Roadzen solutions is utilized
in damage assessments, claims management, and RSA. Through Roadzen’s proprietary specialty brokerage platforms in the U.S., India
and Europe, where it targets OEMs, auto dealerships and commercial fleets, Roadzen operates on a B2B2C model. Roadzen secures a percentage
of brokerage commissions paid by insurers to brokers for distribution of their offerings. By embedding its solutions suite in brokerage
offerings, Roadzen secures two revenue streams: (i) brokerage commissions; and (ii) insurer payments for claims management and RSA. Both
of Roadzen’s sales channels, SaaS for insurers (indirect) and brokerage distribution (direct), target a unified customer base of
car companies, fleets, dealerships, and agents. Roadzen’s direct sales channels do not compete with insurers that use the SaaS
solutions. Rather, Roadzen’s MGA/brokerage service becomes a platform for the marketing and distribution of policies in which Roadzen’s
solutions are embedded.
**Our
Competition**
We
believe that the primary factors determining our competitive position with other organizations in our industry are the policy add-on
features we offer through bundling, the quality of our services, our technology, the diversity of products we offer, and the overall
costs to our customers.
Roadzen
believes that it is uniquely placed because of its technology that spans the entire insurance value chain. However, there is a threat
of competition to each individual product or service that we may provide.
Insurers
that choose to build similar offerings and technological expertise in-house present competition to the Company. Competition also exists
from other Insurtech companies that may be specifically focused on one part of the value chain. There are several telematics players
that are capable of building similar products to Roadzen, but very few have the breadth of comprehensive software, hardware and video
telematics capabilities that Roadzen possesses.
The
insurance brokerage business is highly competitive, and numerous firms actively compete with us for customers and insurance markets.
Competition in the insurance business is largely based upon innovation, knowledge, terms and condition of coverage, quality of service
and price. Our brokerage operations compete with both global firms and local firms that are focused on a particular region.
A
number of insurance carriers who choose to directly sell insurance, primarily to individuals, do not have to pay commissions to third-party
agents and brokers and can instead allocate those funds to their advertising and customer acquisition efforts. Roadzen believes that
by using its B2B2C strategy, rather than going directly to customer, it can have a lower cost of customer acquisition and insurance distribution.
**Research
and Development**
As
of March 31, 2026, Roadzen had 86 engineers, computer vision researchers and data scientists focused on building software to address
the challenges and complexity in auto insurance. Our product and engineering team focuses on enhancing our solutions to meet the complex
requirements of our customers with a focus on capabilities, operational efficiency, security, and privacy of our platform. We also invest
significantly in developing our products and customizing them for the specific market in which the customer operates, including the relevant
regulations, language, currency and payment methods.
We
believe AI will have a transformative impact on the insurance economy and have focused our efforts on deep learning technology. We have
released several new solutions incorporating real world AI at enterprise scale. Our team has developed over 300 AI models in computer
vision as well as natural language processing such as video inspection, driver scoring, vehicle, part and damage detection, driver distraction,
insurance GPT (policy summary and FAQ of any insurance policy), claims invoice automation, as well as road object detection and driver
facial landmark detection. We invest significantly into developing our internal tooling for AI through our proprietary Canvas platform
that allows ground truth generation, automated model selection, and continuous training and deployment of AI models.
9
**Intellectual
Property**
Roadzen
maintains intellectual property and proprietary protection for products and technology related to our business. We also rely on trade
secrets and/or contractual provisions to develop and maintain our proprietary position and protect aspects of our business that are not
amenable to, or that we do not consider appropriate for, patent protection. We protect our proprietary technologies, in part, by confidentiality
agreements with our employees, consultants, scientific advisors, and contractors. For more information regarding the risks related to
our intellectual property, please see “*Risk Factors — Risks Relating to Roadzen’s Business and Industry —
Risks Relating to Intellectual Property.*”
As
of March 31, 2026, we had no U.S. trademarks or pending applications, and we had seven registered non-U.S. trademarks and one pending
non-U.S. trademark applications. As of March 31, 2026, we had no U.S. patents and pending applications, and nine registered non-U.S.
patents, one registered non-U.S. design patent and five pending non-U.S. patent applications. All patents granted are seeking broader international protection.
**Sales
and Marketing**
Our
sales and marketing efforts are a key component of our growth strategy. Our investments in this area have enabled us to build and sustain
our customer base while creating long-term customer relationships.
Our
sales efforts are materially dependent on our three different channels: (1) strategic and contractual sales to insurers and car companies;
(2) sales to small-and-medium fleet owners; and (3) brokerage sales driven by agents, captive distribution channels and reinsurance partnerships.
We plan to continue investing in each of these channels of growth including hiring sales personnel, producing marketing content and event
marketing. We are investing heavily in content production and marketing focused on delivering rich, industry specific content on all
platforms that our clients use. This helps position Roadzen as a thought leader in the insurance and mobility space and adds to the lead
funnel for our business. We directly engage with decision-makers and industry leaders across the industry. Our top of the funnel digital
marketing efforts provide us with a platform to execute highly targeted outreach to important decision makers in our client matrix.
Our
sales teams are structured to address the different needs of our markets. For our small business sales efforts, we employ a geographically
dispersed account team structure to facilitate in-person demos and direct sales, along with an in-house sales team. For larger insurance
and automotive clients, we have an enterprise sales team. Roadzen has a large direct sales force spread across India, Europe, Southeast
Asia, the U.K. and the U.S. that focus on sales, on-boarding and customer management activities.
*Fleets*:
Fleet vehicles are groups of motor vehicles owned or leased by a business, government agency, or other organization rather than by an
individual or family. This set of customers is targeted directly by Roadzen’s sales team. Fleets are adversely affected when accidents
are followed by a slow and manual claims process, incurring a loss of revenue from the delay caused by the accident and the time needed
to repair the vehicle. This is a problem that Roadzen solves with its distinctive ecosystem. Roadzen has regional sales teams across
India, the U.S., the U.K., Europe and Southeast Asia. As fleets are usually on a local scale, our local sales teams are frequently within
reach of our potential fleet customers and faster to close a sale.
*Insurance
& Car Companies*: Sales to insurance companies and car companies are generally conducted either via a request for proposal (“RFP”)
or bid-driven process that requires demos, technical qualification criteria and financial pricing evaluation. These processes are highly
customized and require both in-house sales and solution architecture teams to close.
We
employ two primary sales activities for our brokerage business:
1. *Motor Insurance:* As motor insurance contracts are generally of annual duration, the customers give a “Broker on Record” mandate to Roadzen that authorizes Roadzen to advise the customers to select the best insurance policy. As Roadzen operates a B2B brokerage business, sometimes other value-added services offered by Roadzen are more valuable to customers than the lowest premium offered by the competitors, such as faster claims processing, software telematics and fleet management software. Hence Roadzen’s platform and ecosystem offers Roadzen a competitive advantage.
2. *Specialty Insurance:* These are long duration policies, generally starting with a 5-year duration, where the risk underwriting is done at a portfolio level. Roadzen has partnered with re-insurers to back the long-term risks associated with these long-tenure contracts. These contracts are RFP-driven and may require additional negotiations with reinsurers. The RFP process for our brokerage business is the same as our IaaS RFP process.
10
**Our
People and Culture**
We
have assembled a proven, global team with excellence and experience spanning technology, AI, insurance and mobility. As of March 31,
2026, we had 458 full-time employees and 1 part-time employee. None of our employees are represented by a labor union. We believe we
have good relationships with our employees and have not experienced any interruptions of operations due to labor disagreements.
| Division | Employee |
| --- | --- |
| Technology | 86 |
| Management | 20 |
| Sales & Business Development | 212 |
| Operations | 91 |
| Finance, HR, Compliance and Admin | 50 |
| Total | 459 |
Our
operating principles below inform our culture as well as how we operate on a day-to-day basis. We actively foster an environment where
problem solvers, collaborators and builders can thrive. Our people have a global mindset, a passion for innovation and play well with
others.
Our
Operating Principles
*Take
Ownership*
We
thrive on excellence, responsibility, and adaptability to change. In our largely non-hierarchical structure, we stress the need for our
personnel to hold themselves and each other accountable and to high standards. It also means striving for constant improvement to raise
our bar as a company. Ownership is about taking initiative and making decisions to deliver the highest quality outcome.
*Be
meritocratic*
As
no playbook exists for many of the problems we are solving, we look at the best ideas that we can bring to the table through rigorous
thought, debate and action. This is fostered by a culture of respect and kindness where everyone has a voice. We believe that backing
the best ideas with committed action is the key to building world class products.
*Play
with purpose*
We
have fun, indulge our curiosities, build for the long term, and do things differently. This is not just a job, it is a place to be authentic,
express yourself fully and bring purpose to what we at Roadzen are building.
*Challenge
the status quo*
To
us, innovation is the default mindset, a hardwired desire to improve things. The better we collaborate the more effective we are. Strong
teams are built when we embrace both.
11
*Move
fast*
Quick
and iterative feedback loops are critical to innovation in both software and AI products. This means we must move with urgency yet keep
a deliberate focus on the details to make sure our clients can rely on us to make fundamental business decisions.
**Our
Customers**
We
have strong customer relationships in the auto insurance market. These relationships are a key component of our success given the long-term
nature of our contracts and the interconnectedness of our network. As of March 31, 2026, we had customer agreements with 61 insurers
(including carriers, self-insurers and other entities processing insurance claims), 91 automotive clients, and approximately 4,200 agent
and fleet customers. As of March 31, 2026, our insurer clients made up less than 1.4% of the total number of clients, but approximately
40.1% of the enterprise client base (i.e., 61 of the 152 total insurers and automotive clients).
Key
customer ecosystems are as follows:
- Insurance – including insurance companies, reinsurers, agents, brokers.
- Automotive – including carmakers (OEMs), dealerships, online-to-offline car sales platforms.
- Fleets – including small and medium fleets, taxicab companies, ridesharing platforms and commercial and corporate fleets.
- Other distribution channels such as financial services companies providing auto loans, and telematics companies.
And
key customer benefits from working with us can include:
- For Insurers – faster, efficient and cheaper claims processing, lower combined operating ratios, lower distribution costs and better underwriting models.
- For Automotive – embedded or white-labeled products with better visibility on the insurance distribution process for both new and renewal policies, extended warrant programs, faster and more transparent claims settlements.
- For Fleets – advanced road safety using telematics, lower premiums and faster claims processing.
Our
revenue is dependent on clients in the automotive insurance industry, OEMs and automotive fleets, and historically a relatively small
number of clients have accounted for a significant portion of our revenue. For the year ended March 31, 2026, we had 3 customers that
individually represented approximately 13.0%, 10.0% and 8.0% of our total revenue. During this same period, revenues from 10 customers
collectively accounted for approximately 56.0% of our total revenue.
**Regulatory
Landscape**
Our
insurance brokerage business is subject to various laws and regulations and our inability to comply with them may adversely affect our
business, results of operations and reputation.
12
Our
subsidiary in India received a certificate of registration to act as a direct insurance broker (life and general) under the Insurance
Regulatory and Development Authority of India (Insurance Brokers) Regulations, 2018 (“Insurance Brokers Regulations”). Accordingly,
we are subject to certain laws, regulations and licensing requirements. Insurance brokers are required to comply with various regulatory
requirements such as the following: (i) the principal officer and broker qualified persons of an insurance broker should have undergone
training and passed the relevant examination specified by the IRDAI, (ii) the principal officer, directors, promoters, partners, key
management personnel and persons having effective control of the insurance broker should fulfill the ‘fit and proper’ criteria
specified under the Insurance Brokers Regulations, (iii) insurance brokers may not undertake multi-level marketing for solicitation and
procuring of insurance products, (iv) insurance brokers may not offer any rebate or any other inducement to a client, (v) insurance brokers
must conduct their business in compliance with the code of conduct specified under the Insurance Brokers Regulations, and (vi) ensure
that not more than 50% of their remuneration emanates from one client in a financial year. The IRDAI may undertake inspection of the
premises of the insurance broker to ascertain how activities are carried on and inspect their books of accounts, records and documents.
The Insurance Brokers Regulations specify certain approval and reporting requirements to be adhered to by the insurance brokers from
time to time, as applicable. We would be subject to fines and penalties if we fail to comply with the Insurance Brokers Regulations.
We derive revenues primarily from commissions and other fees paid to us by the insurance carriers who sell their policies through our
platform.
The
commissions that we can charge to insurers are based on charges set forth under the IRDAI Commissions Regulations. The Minimum Information
Regulations, effective from May 23, 2021, are applicable to all insurers and insurance intermediaries in relation to purposes of investigation
and inspection by the IRDAI.
Inter-related
companies within the group are subject to a stringent regulatory framework that affects the flexibility of our operations and increases
compliance costs, and any regulatory action against us and our employees may result in penalties and/or sanctions that could have an
adverse effect on our business, prospects, financial condition and results of operations.
**Other
Information**
We
were incorporated in the British Virgin Islands on April 22, 2021. Roadzen (DE) was incorporated in the State of Delaware on May 7, 2015.
Our principal executive offices are located at 111 Anza Blvd., Suite 109 Burlingame, CA 94010. We also maintain a website at www.roadzen.ai.
The information contained in, or that can be accessed through, our website is not part of this Annual Report.
We file annual, quarterly and
special reports, proxy statements and other information with the SEC. The SEC maintains an Internet website at http://www.sec.gov that
contains reports, proxy and information statements, and other information regarding issuers that file electronically with the SEC, including
Roadzen. We make available, free of charge through our Internet website, our Annual Reports on Form 10-K, Quarterly Reports on Form
10-Q, Current Reports on Form 8-K and amendments to those reports filed or furnished pursuant to Section 13(a) or 15(d) of the Exchange
Act, as soon as reasonably practicable after we electronically file or furnish this information to the SEC.
**Item
1A. Risk Factors.**
*You
should consider carefully the risks and uncertainties described below, together with all of the other information contained in this Annual
Report. If any of the following events occur, our business, financial condition and operating results may be materially adversely affected.
In that event, the trading price of our securities could decline, and you could lose all or part of your investment. The risks and uncertainties
described below are not the only ones we face. Additional risks and uncertainties that we are unaware of, or that we currently believe
are not material, may also become important factors that adversely affect our business or results of operations. For a summary of these
Risk Factors, see “Summary Risk Factors.”*
**Risks
Relating to Our Business and Industry**
***We
have a history of losses and we anticipate increased expenses in the future.***
We
have incurred net losses of $23.6 and $72.9 million for our fiscal years ended March 31, 2026 and 2025, respectively. As a result, we
had an accumulated deficit of $248.6 and $224.3 million as of March 31, 2026 and 2025, respectively. We anticipate that our operating
expenses will increase substantially in the foreseeable future as we continue to scale operations, broaden our customer base, expand
our sales and marketing activities, including expanding our sales team, hire additional employees, and continue to develop our technology.
In addition to the expected costs to grow our business, we also expect to incur significant additional legal, accounting, and other expenses
as we operate as a public company. These efforts may prove more expensive than we currently anticipate, and we may not succeed in increasing
our revenue sufficiently, or at all, to offset these higher expenses. Revenue growth may slow, or revenue may decline, for several possible
reasons, including slowing demand for our services or increasing competition. Any failure to increase our revenue sufficiently to keep
pace with our investments and other expenses could prevent us from achieving or increasing profitability or positive cash flow on a consistent
basis.
13
***A
substantial portion of our revenue is derived from a relatively small number of clients ranging from insurers, OEMs and automotive fleets,
and the loss of any of these clients, or a significant revenue reduction from any of these clients, could materially impact our business,
results of operations and financial condition.***
As
of March 31, 2026, we had 61 insurance customer agreements (including carriers, self-insureds and other entities processing insurance
claims), compared to 34 in the prior year; 91 automotive customer agreements in fiscal 2026 compared to 78 in the prior year; and approximately
4,200 agents and fleet customer agreements in fiscal 2026 compared to approximately 3,800 in the prior year. Roadzen’s insurer
clients made up less than 1.4% of Roadzen’s total number of clients, but approximately 40.1% of Roadzen’s enterprise client
base (i.e., 61 of the 152 total insurers and automotive clients).
Our
revenue is dependent on clients in the automotive insurance industry, OEMs and automotive fleets, and historically a relatively small
number of clients have accounted for a significant portion of our revenue. For the year ended March 31, 2026, we had 3 customers that
individually represented approximately 13.0%, 10.0% and 8.0% of our total revenue. During this same period, revenues from 10 customers
collectively accounted for approximately 56.0% of our total revenue.
We
expect that Roadzen will continue to depend upon a small number of clients for a significant portion of our revenues for the foreseeable
future. As a result, if we fail to successfully renew our contracts with one or more of these customers, or if any of these customers
reduce or cancel services or defer purchases, or otherwise terminate their relationship with us, our business, results of operations
and financial condition would be adversely impacted. Some of our IaaS arrangements with our customers can be canceled or not renewed
by our customers after the expiration of the engagement term, as applicable, on relatively short notice. Additionally, we may be involved
in disputes with our customers in the future and such disputes may impact our relationship with these customers. The loss of business
from any of our significant customers, including from cancellations or due to disputes, could materially impact our business, results
of operations and financial condition.
***FCA
regulations and guidelines may have an adverse impact on our business and operations.***
The
FCA has the authority to suspend the sale of any insurance product sold within the U.K. and for which it has oversight if it does not
believe a firm or a product is protecting the interests of U.K. consumers. For example, in February 2024, the FCA paused all sales of
the Guaranteed Asset Protection (“GAP”) product, a key contributor to our operations in the U.K., directing all insurers,
including our insurance partner, to temporarily cease selling the GAP product. The regulator mandated insurers to make a resubmission,
or new GAP proposal, outlining product features, coverages and pricing for approval by the FCA before sales of the GAP product could
be resumed. Although our insurance partner, which is obligated to adhere to FCA guidelines, received approval to sell GAP products, the
resubmission and approval process had a significant impact on our revenue, financial performance, and overall profitability.
Any
new FCA-mandated suspension may materially impact our business, results of operations and financial condition, including reputational
damage, and potential loss of clients and customer confidence. The FCA may request submission of certain documents including any formal
confirmation of financial support. Any adverse findings, delays in responding, or inability to meet the FCA’s expectations could
impact our regulatory standing in the U.K., affect the ability to operate in that jurisdiction, or result in reputational harm. These
factors could have a material adverse effect on our business, financial condition, and results of operations.
***International
trade policies, including tariffs, sanctions and trade barriers may adversely affect our business, financial condition, results of operations
and prospects.***
Although
our current business model is not directly reliant on the import or export of physical goods, recent trade policies and uncertainty related
thereto, including with respect to tariffs and other restrictions, have created a dynamic and unpredictable trade landscape, which may
indirectly adversely impact our business and operations. For example, many of our customers operate businesses that may be impacted by
trade policies, which may result in decreased demand for our services or extended sales cycles as customers assess the impact of evolving
trade policies on their operations and face increased costs or decreased revenue due to tariffs and trade restrictions.
Trade
disputes, trade restrictions, tariffs, and other political tensions between the U.S. and other countries may also exacerbate unfavorable
macroeconomic conditions including inflationary pressures, foreign exchange volatility, financial market instability, and economic recessions
or downturns, which may also negatively impact customer demand for our services, delay renewals or limit expansion opportunities with
existing customers, limit our access to capital, or otherwise negatively impact our business and operations. Ongoing tariff and macroeconomic
uncertainty may have and continue to contribute to volatility in the price of our Ordinary Shares.
14
While
we continue to monitor trade developments, the ultimate impact of these risks remains uncertain and any prolonged economic downturn,
escalation in trade tensions, or deterioration in international perception of U.S.-based companies could materially and adversely affect
our business, results of operations, financial condition and prospects. In addition, tariffs and other trade developments have and may
continue to heighten the risks related to the other risk factors described elsewhere in this report.
***Our
larger clients have negotiating leverage, which may require us to agree to terms and conditions that result in increased cost of sales,
decreased revenue, lower average commissions earned and gross margins, and increased contractual liability risks, all of which could
harm our results of operations.***
Some
of our clients include large OEMs, automotive fleets, and insurance companies globally. These customers have significant bargaining power
when negotiating new licenses, subscriptions or renewals of existing agreements and have the ability to buy similar products from other
vendors or develop such systems internally. These customers have sought and may continue to seek advantageous pricing and other commercial
and performance terms that may require us to develop additional features in the products we sell to them or add complexity to our client
agreements. Historically, we have had to reduce fees or commissions only on a few rare occasions involving volume-based discounts on
large contracts. However, we may in the future be required to reduce the average fixed fees and/or commissions charged for our products,
or otherwise agree to materially less favorable terms in response to these pressures. If we are unable to avoid reducing our fixed fees
and/or commissions or renegotiate our contracts on commercially reasonable terms, our results of operations could be adversely impacted.
***If
we are unable to attract new customers, our future revenue and results of operations will be harmed.***
Our
future success depends, in part, on our ability to underwrite insurance policies, distribute motor insurance, extended warranty and other
insurance policies, and manage insurance claims using our AI-based technology platform. Our ability to attract new customers will depend
on the perceived benefits and pricing of our services and the effectiveness of our sales and marketing efforts. Other factors, many of
which are out of our control, may now or in the future impact our ability to attract new customers, including:
- potential customers’ inexperience with or reluctance to adopt software-based and/or AI solutions for their existing operations;
- potential customers’ commitments to or preferences for their existing vendors;
- actual or perceived switching costs;
- the adoption of new, or the amendment of existing, laws, rules, or regulations that negatively impact the utility of, or that require difficult-to-implement changes to, our services, including deregulation that reduces the need for compliance functionality;
- our failure to expand, retain, and motivate our sales and engineering personnel;
- our failure to expand into new markets;
- our failure to develop or expand relationships with existing partners or to attract new partners;
- our failure to develop our application ecosystem and integrate with new applications and devices used by potential customers;
- our failure to help potential customers successfully deploy and use our solution; and
- general macroeconomic conditions.
15
If
our efforts to attract new customers are not successful, our business, financial condition, and results of operations may suffer.
***Our
rapid growth makes it difficult to evaluate our future prospects and increases the risk that we will not continue to grow at or near
historical rates.***
We
have been growing rapidly over the last several years, with revenue of approximately $55.0 million and $44.3 million for the fiscal years
ended March 31, 2026 and 2025, respectively As a result, our ability to forecast our future results of operations is subject to several
uncertainties, including our ability to effectively plan for and model future growth. Many factors may contribute to declines in our
revenue growth rate, including increased competition, slowing demand for our IaaS solutions from existing and new customers, a failure
by us to continue capitalizing on growth opportunities, terminations of contracts by our existing customers, and the maturation of our
business, among others. Our recent and historical growth should not be considered indicative of our future performance. Even if our revenue
continues to increase over the long term, we expect that our revenue growth rate may decline in the future because of a variety of factors,
including the maturation of our business. We have encountered in the past, and will encounter in the future, risks, and uncertainties
frequently experienced by growing companies in rapidly changing industries. If our assumptions regarding these risks and uncertainties,
which we use to plan and operate our business, are incorrect or change, or if we do not address these risks successfully, our operating
and financial results could differ materially from our expectations, our growth rates may slow and our business, financial condition,
and results of operations could be harmed.
***We
may not be able to ensure the accuracy and completeness of product information and the effectiveness of our recommendation of insurance
products on our platform.***
Our
end consumers rely on the insurance product information we provide to our clients. While we believe that such information is generally
accurate, complete and reliable, there can be no assurance that the accuracy, completeness or reliability of the information can be maintained
in the future. If we provide any inaccurate or incomplete information on our platform due to either our own fault or that of our insurer
and reinsurer partners, or if we fail to present accurate or complete information of any insurance products which could lead to our customers’
failure to get adequate protection or us being warned or penalized by regulatory authorities or us being sued by our customers, our reputation
could be harmed and we could experience reduced user traffic on our platform, which may adversely affect our business and financial performance.
***Our
business depends on our brand, and if we fail to develop, maintain, and enhance our brand and reputation cost-effectively, our business
and financial condition may be adversely affected.***
We
believe that the brand identity we have developed and acquired has significantly contributed to the success of our business. We also
believe that developing, maintaining, and enhancing awareness and integrity of our brand and reputation are critical to achieving widespread
acceptance of our solutions and expanding adoption of our solutions to new customers in both existing and new markets. Maintaining and
enhancing our brand requires us to make substantial investments and these investments may not be successful or cost-efficient. We believe
that the importance of our brand and reputation will increase as competition in our market further intensifies. Successful promotion
of our brand depends on the effectiveness of our marketing efforts and our ability to provide a reliable, useful, and valuable collection
of solutions at competitive prices. These factors are essential to our ability to differentiate our offerings from competing products.
In addition, our brand and reputation could be impacted if our end users or insured parties have negative experiences in the claims process,
which ultimately largely depends on the quality of service from our business customers, but also may depend on the insured’s perceived
value of its vehicle.
Maintaining
and enhancing our brand will depend largely on our ability to be a technology innovator, to continue to provide high quality solutions
and protect and defend our brand names and trademarks, which we may not do successfully. We have not engaged in extensive direct brand
promotion activities, and we may not successfully implement brand enhancement efforts in the future. Our products and services generally
are branded and are likely associated with the overall experiences of a participant in the insurance economy, which is largely outside
of our control. Any brand promotion activities we undertake may not yield increased revenue, and even if they do, the increased revenue
may not offset the expenses we incur in building and maintaining our brand and reputation. If we fail to promote and maintain our brand
successfully or to maintain loyalty among our customers, we may fail to attract new customers and partners or retain our existing customers
and partners and our business and financial condition may be adversely affected. Any negative publicity relating to our employees, partners,
or others associated with these parties, may also tarnish our own reputation simply by association and may reduce the value of our brand.
Damage to our brand and reputation may result in reduced demand for our solutions and increased risk of losing market share to competitors.
Any efforts to restore the value of our brand and rebuild our reputation may be costly and may not be successful.
16
***Our
revenue growth rate in part depends on existing customers renewing and upgrading their contracts. A decline in our customer renewals
and expansions could adversely impact our future results of operations.***
Our
customers have no obligation to renew their contracts for our solutions after the expiration of their contract periods, which may also
be terminable on demand or on short notice, and our customers may choose not to renew contracts for a similar mix of solutions. Our customers’
renewal rates may fluctuate or decline based on a number of factors, including dissatisfaction, changes in clients’ spending levels,
increased competition, changes in tax or data privacy laws or rules, prices of our services, the prices of services offered by our competitors,
spending levels due to the macroeconomic environment or other factors, deteriorating general economic conditions, or legislative and
regulatory changes. If our customers terminate or do not renew their contracts or reduce the solutions purchased under their contracts,
our revenue could decline, and our business may be adversely impacted.
Our
future success also depends in part on our ability to sell additional services to existing customers. If our efforts to sell our additional
solutions to our customers are not successful, our revenue growth could decrease and our business, results of operations, and financial
condition could be adversely impacted.
***We
face risks associated with the growth of our business in new use cases.***
Historically,
most of our revenue has been derived from sales relating to our offering of motor insurance brokerage services for use in connection
with AI, and solutions around vehicle inspection and claims through the use of AI. In recent periods, we have increased our focus on
AI for use in connection with customers’ vehicles and equipment. We plan to expand the use cases of our AI solutions, including
those where we may have limited operating experience, and may be subject to increased business, technology, and economic risks that could
affect our financial results. Entering new use cases and expanding in the use cases in which we are already operating with new AI will
continue to require significant resources, and there is no guarantee that such efforts will be successful or beneficial to us. Historically,
sales to a new customer have often led to additional sales to the same client or similarly situated clients. To the extent we expand
into and within new use cases that are heavily regulated, we will likely face additional regulatory scrutiny, risks, and burdens from
the governments and agencies which regulate those markets and industries. While our strategy of building AI for use in connection with
brokerage services and other use cases has proven successful in the past, it is uncertain we will achieve the same penetration and organic
growth with respect to AI solutions for client vehicles and equipment or any other use cases that we pursue. Any failure to do so may
harm our reputation, business, financial condition, and results of operations.
***We
rely heavily on direct sales to sell automobile insurance brokerage services.***
We
market and sell automobile insurance through a direct sales B2B2C model and we must expand our sales organization to increase our sales
to new and existing customers. As of March 31, 2026, our sales and business development team consisted of 212 members. We expect to continue
expanding our direct sales force, both domestically and internationally, particularly our direct sales organization focused on sales
to large organizations. We also expect to dedicate significant resources to sales programs that are focused on these large organizations.
Once a new customer begins using our services, our sales team will need to continue to focus on expanding use of our services by that
customer, including increasing the number of AI solutions used by that customer across other use cases. All of these efforts will require
us to invest significant financial and other resources. If we are unable to expand and successfully onboard our sales force at sufficiently
high levels, our ability to attract new customers may be harmed, and our business, financial condition and results of operations could
be adversely affected. In addition, we may not achieve anticipated revenue growth from expanding our sales force if we are unable to
hire, develop, integrate, and retain talented and effective sales personnel, if our new and existing sales personnel are unable to achieve
desired productivity levels in a reasonable period of time, or if our sales programs are not effective. We have experienced turnover
in our sales team members, which results in costly training and operational inefficiency. In order to increase our revenue, we expect
we will need to further build our direct sales capacity. Additionally, our entry into any new markets and use cases will require us to
develop appropriate internal sales capacity and to train our sales teams to effectively address these markets. If we are unsuccessful
in these efforts, our ability to grow our business will be limited, and our business, results of operations, prospects, and financial
condition will be adversely affected.
17
Our
current system of direct sales may not prove effective in maximizing sales of our services and solutions. Our solutions are complex and
certain sales can require substantial effort and outlay of cost and resources. It is possible that our sales team members will be unable
or unwilling to dedicate appropriate resources to support those sales. If we are unable to develop and maintain effective sales incentive
programs for our internal sales team members, we may not be able to incentivize these parties to sell our solutions to customers and,
in particular, to large organizations. The loss of one or more of our sales team members in a given geographic area could harm our results
of operations within that area, as sales team members typically require extensive training and take several months to achieve acceptable
productivity.
***Our
growth strategy depends on continued investment in and around the delivery of innovative AI solutions. If we are unsuccessful in delivering
the above mentioned AI solutions, it could adversely impact our results of operations and financial condition.***
To
address demand trends across the automotive insurance economy, we have focused on and plan to continue focusing on the growth and expansion
of our AI solutions in the automotive insurance sector. This growth strategy has required and will continue to require a considerable
investment of technical, financial and sales resources. These investments may not result in an increase in revenues and we may not be
able to scale such investments efficiently, or at all, to meet customer demand and expectations. Our focus on our AI business may increase
our costs in any given period and may be difficult to predict over time.
Our
AI service arrangements also contain service level agreement clauses which may include penalties for matters such as failing to meet
stipulated service levels. The consequences in such circumstances could include monetary credits for current or future service engagements,
reduced fees for additional product sales, cancellations of planned purchases and a customer’s refusal to pay their contractually-obligated
fees. Should these penalties be triggered, our results of operations may be adversely affected. Furthermore, any factor adversely affecting
sales of our solutions, including market acceptance, product competition, performance and reliability, reputation, price competition
and economic and market conditions, could have a material adverse effect on our business, financial condition, and results of operations.
Additionally, the entry into new markets or the introduction of new features, functionality or applications beyond our current markets
and functionality may not be successful. If we invest in the development of new products, we may not recover the “up-front”
costs of developing and marketing those products, or recover the opportunity cost of diverting management, technical and financial resources
away from other development efforts. If we are unable to successfully grow our AI business and navigate our growth strategy in light
of the foregoing uncertainties, our reputation could suffer and our results of operations may be impacted, which may cause our stock
price to decline.
***Changes
in the automotive insurance industry, including the adoption of new technologies, such as autonomous vehicles, may significantly impact
our results of operations.***
Aspects
of our business, and our customers’ businesses, which our products and services support, can be impacted by events in automotive
insurance which are beyond our control. Certain trends in the automotive industry, including the continued adoption of semi-autonomous
or autonomous vehicles and the advent of improved automotive safety features, may potentially impact the future market for, and operations
of, the automotive insurance industry. While the impacts and timing of these changes are currently unknown, if this has an adverse impact
on the automotive insurance industry, it could have an adverse impact on our future results of operations.
***Our
customers may defer or forgo purchases of automobiles in the event of weakened global economic conditions or political transitions, which
in turn will affect purchases of our products or services.***
Our
financial performance depends, in part, on the state of the economy. Declining levels of economic activity may lead to declines in spending
in the industries we serve, which may result in decreased revenue for us. Concerns about the strength of the economy may slow the rate
at which businesses are willing to enter into new contractual arrangements, potentially including those for our solutions. If our customers
and potential customers experience financial hardship as a result of a weakened economy, industry consolidation, or other factors, the
overall demand for our solutions could decrease. If economic conditions worsen, our business, results of operations, and financial condition
could be adversely impacted.
18
Global
events such as the imposition of various trade tariffs by the U.S. and China, the COVID-19 pandemic, the Russia-Ukraine, Israel-Hamas
and U.S.-Iran conflicts have created and may continue to create economic uncertainty, including inflationary pressures, in regions in
which we have significant operations. These conditions may make it difficult for our customers and us to forecast and plan future business
activities accurately, and they could cause our customers to reevaluate their decision to purchase our products, which could delay and
lengthen our sales cycles or result in cancellations of planned purchases. Moreover, during challenging economic times, our customers
may be unable to timely access sufficient credit, which could impair their ability to make timely payments to us. If that were to occur,
we may not receive amounts owed to us and may be required to record an allowance for doubtful accounts, which would adversely affect
our financial results. A substantial downturn in the insurance industry may cause firms to react to worsening conditions by reducing
their capital expenditures, reducing their spending on information technology, delaying, or canceling information technology projects,
or seeking to lower their costs by renegotiating vendor contracts. Negative or worsening conditions in the general economy in the U.S.,
the U.K., E.U., China and India, including conditions resulting from financial and credit market fluctuations, could decrease corporate
spending on enterprise software in general, and in the insurance industry specifically, and negatively affect the rate of growth of our
business.
***Macroeconomic
factors impacting the principal industries we serve could adversely affect our product adoption, usage, or average selling prices.***
We
expect to continue to derive most of our revenue from brokerage services and AI services we provide to the automotive industry, automotive
insurance industry and supporting economy, including the automotive collision and OEM industries. Given the concentration of our business
activities in this industry, we will be particularly exposed to certain economic downturns affecting the automotive and insurance industries.
Global market and economic conditions, as well as those in the U.S., the U.K., E.U., China and India, have been, and continue to be,
disrupted and volatile. General business and economic conditions that could affect us and our customers include fluctuations in economic
growth, debt and equity capital markets, liquidity of the global financial markets, the availability and cost of credit, investor and
consumer confidence, and the strength of the economies in which our customers operate. A poor economic environment could result in significant
decreases in demand for our solutions, including the delay or cancellation of current or anticipated projects, or could present difficulties
in collecting accounts receivable from our customers due to their deteriorating financial condition. Our existing customers may be acquired
by or merged into other entities that use our competitors’ products, or they may decide to terminate their relationships with us
for other reasons. As a result, our sales could decline if an existing customer is merged with or acquired by another company that has
a poor economic outlook or is closed.
***We
face competition in our market, which could negatively impact our business, results of operations, and financial condition and cause
our market share to decline.***
The
market for our solutions is competitive. The competitors we face in any sale opportunity may change depending on, among other things,
the line of business purchasing the service, the service being sold, the geography in which the customer is operating, and the size of
the customer to which we are selling. These competitors may compete on the basis of price, the time and cost required for implementation,
custom development, or unique product features or functions. Outside of our key markets, we are more likely to compete against vendors
that may differentiate themselves based on local advantages in language, market knowledge, and content applicable to that jurisdiction.
As
we expand our product portfolio, we may begin to compete with software and technology providers that we have not competed against previously
and whose technology and applications may, in time, become more competitive with our offerings.
19
We
expect the intensity of competition to remain high in the future, as the amount of capital invested in current and potential competitors,
including insurance technology companies, has increased significantly in recent years. As a result, our competitors or potential competitors
may develop improved product or sales capabilities, or even a technology breakthrough that disrupts our market. Continuing intense competition
could result in increased pricing pressure, increased sales and marketing expenses, or greater investments in research and development,
each of which could negatively impact our profitability. Current and potential competitors may be able to devote greater resources to,
or take greater risks in connection with, the development, promotion, and sale of their products than we can devote to ours, which could
allow them to respond more quickly than we can to new technologies and changes in customer needs, thus leading to their wider market
acceptance. We may not be able to compete effectively, and competitive pressures may prevent us from acquiring and maintaining the customer
base necessary for us to increase our revenue and profitability.
In
addition, the insurance industry is evolving rapidly, and we anticipate the market for edge-based and cloud-based AI solutions will become
increasingly competitive. If our current and potential customers move a greater proportion of their data and computational needs to the
cloud, new competitors may emerge that offer services either comparable to or better suited than ours to address the demand for such
cloud-based AI solutions, which could reduce demand for our offerings. To compete effectively we will likely be required to increase
our investment in research and development, as well as the personnel and third-party services required to improve reliability and lower
the cost of delivery of our cloud-based solutions. This may increase our costs more than we anticipate and may adversely impact our results
of operations.
Our
current and potential competitors may also establish cooperative relationships among themselves or with third parties to further enhance
their resources and offerings. Current or potential competitors may be acquired by other vendors or third parties with greater available
resources. As a result of such acquisitions, our current or potential competitors might be able to adapt more quickly to new technologies
and customer needs, to devote greater resources to the promotion or sale of their products and services, to initiate or withstand substantial
price competition, or to take advantage of emerging opportunities by developing and expanding their product and service offerings more
quickly than we can. Additionally, they may hold larger portfolios of patents and other intellectual property rights as a result of such
relationships or acquisitions. If we are unable to compete effectively with these evolving competitors for market share, our business,
results of operations, and financial condition could be materially and adversely affected.
***If
we are unable to develop, introduce and market new and enhanced versions of our services and products, we may be put at a competitive
disadvantage and our operating results could be adversely affected.***
As
technology continues to develop at a rapid pace, both within the automotive insurance economy and more broadly across the insurance ecosystem,
the possibility of the development of technological advancements made by other firms will increase. If we are unable to internally develop
or acquire suitable alternatives to such developments or otherwise deploy competitive offerings our business and growth opportunities
may be challenged. Additionally, certain automotive insurance ecosystem customers may seek to develop internal solutions which could
potentially compete with our related offerings. Technologies such as enhanced modeling, AI and machine learning technology may offer
certain firms, including insurance carriers, the opportunity to make rapid advancements in the development of tools which may impact
the industry broadly.
New
products utilize and will continue to be based on AI technologies in the future. As such, the market acceptance of AI-based solutions
is critical to our continued success. In order for cloud-based AI solutions to be widely accepted, organizations must overcome any concerns
with placing sensitive information on a cloud-based platform. Furthermore, our ability to effectively market and sell AI-based solutions
to customers is partly dependent upon the pace at which enterprises undergo digital transformation. Additionally, as technologies continue
to become more integrated with AI technologies generally, governments may implement data privacy and AI regulations with which we will
need to comply, and which may result in the incurrence of additional costs and expenses.
We
expect that the needs of our customers will continue to rapidly change and increase in complexity and we will need to improve the functionality
and performance of our platform continually to meet these demands. If we are unable to continue to meet customer demands or to achieve
more widespread market acceptance of enterprise AI solutions in general or on our platform in particular, our business operations, financial
results, and growth prospects may be materially and adversely affected.
20
***Our
sales and implementation cycles can be lengthy and variable, depend upon factors outside our control, and could cause us to expend significant
time and resources prior to generating revenue.***
Sales
cycles for some of our solutions are complex and can be lengthy and unpredictable, requiring pre-purchase evaluation by a significant
number of employees in our customers’ organizations, and can involve a significant operational decision by our customers. Our sales
efforts involve educating our customers about the use and benefits of our solutions, including in the technical capabilities and the
potential cost savings achievable by organizations using our solutions. For larger business opportunities, such as converting a new automotive
insurance customer, customers undertake a rigorous pre-purchase decision-making and evaluation process which typically involves due diligence
and reference checks. We invest a substantial amount of time and resources in our sales efforts without any assurance that our efforts
will produce sales. Even if we succeed at completing a sale, we may be unable to predict the size or term of an initial AI-based arrangement
until very late in the sales cycle. In addition, we sometimes commit to include custom functions in our base product offering at the
request of a customer or group of customers. Providing this additional functionality may be time consuming and may involve factors that
are outside of our control. Customers may also insist that we commit to certain time frames in which systems built around our solutions
will be operational, or that once implemented our solutions will be able to meet certain operational requirements. Our ability to meet
such time frames and requirements may involve factors that are outside of our control, and failure to meet such time frames and requirements
could result in us incurring penalties, costs and/or additional resource commitments, which could adversely affect our business and results
of operations.
Unexpected
delays and difficulties can occur as customers implement and test our solutions. Solutions can involve integration with our customers’
and third-party’s systems as well as the addition of customer and third-party data to our platform. This process can be complex,
time-consuming, and expensive for our customers and can result in delays in the implementation of our solutions, which could adversely
affect our business, results of operations and financial condition. Time-consuming efforts such as client setups, training and transition
of systems may also increase the amount of services personnel we must allocate to each customer, thereby increasing our costs for these
services. These types of changes can also result in a shift in the timing of the recognition of revenue which could adversely affect
results of operations and financial condition. The timing of when we sign a large contract can materially impact our results of operations
for the period and can be difficult to predict.
***Developing
significant revenue streams derived from our current research and development efforts may take several months or years, or may not be
achieved at all.***
Developing
AI solutions is time consuming and costly, and investment in product development may involve a long payback cycle. Our future plans include
significant investments to develop, improve and expand the functionality of our solutions, which we believe is necessary to maintain
our competitive position. However, we may not recognize significant revenue from these investments for several months or years, or the
investments may not yield any additional revenue.
***There
are limited key underwriting carrier partners in our insurance markets, and we may not be able to find suitable replacements for our
existing carriers in the event such replacements become necessary.***
Roadzen
works with a limited number of carriers in the U.S., India, China, the U.K. and E.U. for its automobile insurance products, and there
is a risk that if one or more of the carriers becomes impaired or terminates its relationship with Roadzen that Roadzen’s revenues
and profitability may be adversely affected. If a carrier partner relationship terminates or there is loss of strategic support or alignment,
we may be unable to transition to a new relationship without disruption, increased cost, lost profits, or lost market share, or a combination
of the foregoing.
We
derive a large portion of our revenue from commissions on the sale of automotive insurance products in India, China, the U.S., U.K. and
E.U. If a carrier were to experience liquidity problems or other financial (such as rating agency downgrades) or operational difficulties,
we could encounter business disruptions as a result, and our results of operations may suffer.
21
***Sales
to customers or operations outside the U.S., India and the U.K./E.U. may expose us to risks inherent in international sales.***
Historically,
transactions occurring outside of the three core markets, the U.S., India, and the U.K./E.U., have represented a small portion of our
overall processed transactions. However, we intend to continue to expand our international sales efforts. Operating in international
markets requires significant resources and management attention and will subject us to regulatory, economic, and political risks that
are different from those in these three core markets. Because of our limited experience operating outside these three markets, our international
expansion efforts outside of these three core markets may not be successful. We may rely heavily on third parties outside of the three
core markets, and as a result we may be adversely impacted if we invest time and resources into such business relationships but do not
see significant sales from such efforts. Potential risks and challenges associated with sales to customers and operations outside of
our core markets include, but are not limited to:
- compliance with multiple conflicting and changing governmental laws and regulations, including employment, tax, money transmission, privacy, and data protection laws and regulations;
- increased travel, real estate, infrastructure, legal and compliance costs associated with international operations;
- laws and business practices favoring local competitors;
- new and different sources of competition;
- new integrations for international technology platforms;
- localization of our solutions, including translation into foreign languages, obtaining and maintaining local content, and customer care in such languages;
- treatment of revenue from international sources and changes to tax rules, including being subject to foreign tax laws and liability for paying withholding or other taxes in foreign jurisdictions;
- fluctuation of foreign currency exchange rates;
- greater difficulty collecting accounts receivable, longer sales and payment cycles, and different pricing environments;
- challenges inherent in efficiently managing, and increased costs associated with, an increased number of employees over large geographic distances, including the need to implement appropriate systems, policies, benefits, and compliance programs that are specific to each jurisdiction;
- restrictions on the transfer of funds;
- inconsistent or irregular availability of reliable Internet connectivity in areas targeted for expansion;
- limited or insufficient intellectual property protection or difficulties obtaining, maintaining, protecting, or enforcing our intellectual property rights, including our trademarks and patents, or obtaining necessary intellectual property licenses from third parties;
- natural disasters, acts of war, terrorism, pandemics, or security breaches;
- import and export license requirements, tariffs, taxes and other trade barriers;
- compliance with sanctions laws and regulations, including those administered by the Office of Foreign Assets Control (“OFAC”) of the U.S. Department of the Treasury;
- compliance with various anti-bribery and anti-corruption laws such as the U.S. Foreign Corrupt Practices Act (“FCPA”) and the U.K. Bribery Act (“UKBA”); and
- regional or national economic and political conditions.
22
As
we continue to expand our business globally, our success will depend, in large part, on our ability to anticipate and effectively manage
these and other risks associated with our international operations. Any of these factors could negatively impact our business, results
of operations, financial condition, and growth prospects.
***We
may experience fluctuations in foreign currency exchange rates that could adversely impact our results of operations.***
Our
business has a substantial international focus, and our international sales are denominated in foreign currencies. These non-U.S. revenues
could be materially affected by currency fluctuations. The volatility of exchange rates depends on many factors that we cannot forecast
with reliable accuracy. We typically collect revenue and incur costs in the currency of the location in which we provide our solutions
and services, but our long-term contracts with customers make it difficult for us to predict if our operating activities will provide
a natural hedge in the future or as we expand internationally. We currently do not have any foreign currency hedging agreements or arrangements.
Our results of operations may also be impacted by transaction gains or losses related to revaluing certain current asset and liability
balances that are denominated in currencies other than the functional currency of the entities in which they are recorded. Moreover,
significant, and unforeseen changes in foreign currency exchange rates may cause us to fail to achieve our stated projections for revenue
and operating income, which could have an adverse effect on our stock price. As we expand internationally, we will continue to experience
fluctuations in foreign currency exchange rates, which, if material, may harm our revenue or results of operations.
***If
we do not continuously develop AI that is compatible with third-party hardware, software, and infrastructure, including the many evolving
insurance industry standards, our ability to introduce and sell new services could be adversely affected.***
In
order to support customers’ adoption of our services, we develop AI that is compatible with a wide variety of hardware, software
and other technology infrastructure. Not only must we ensure our AI is compatible with applications and technologies developed by our
partners and vendors, but we must also ensure that our AI can interface with third-party hardware, software, or other technology infrastructure
that our customers may choose to adopt. To the extent that a third party were to develop AI applications that compete with ours, that
provider may choose not to support our solution. In particular, our ability to accurately anticipate evolving insurance standards and
ensure that our AI application comply with these standards in all relevant respects is critical to the functionality of our services.
Any failure of our AI to be compatible or comply with the hardware, software, or infrastructure — including insurance standards
— utilized by our customers could prevent or delay their implementation of our AI and require costly and time-consuming engineering
changes. Additionally, if an insufficient number of reinsurers or subscribers adopt the standards to which we design our AI, our ability
to introduce and sell subscriptions to our customers could be harmed.
***The
competitive position of our AI depends in part on its ability to operate with a wide variety of data sources and infrastructure, and
if we are not successful in maintaining and expanding the compatibility of our solutions with such data sources and infrastructure, our
business, financial condition, and results of operations could be adversely impacted.***
The
competitive position of our AI depends in part on its ability to operate with a wide array of physical sensors and devices — including
devices manufactured by third parties, other software and database technologies, and communications, networking, computing, and other
infrastructure. As such, we must continuously modify and enhance our AI to be compatible with evolving hardware, software, and infrastructure
that are used by our current and potential partners, vendors, and customers. In the future, one or more technology companies may choose
not to support the interoperation of their hardware, software, or infrastructure with solutions such as ours, or our solutions may not
otherwise support the capabilities needed to operate with such hardware, software, or infrastructure. We intend to facilitate the compatibility
of our AI with a wide variety of hardware, software, and infrastructure by maintaining and expanding our business and technical relationships.
If we are not successful in achieving this goal, our business, financial condition, and results of operations could be adversely impacted.
23
***We
rely on data, technology, and intellectual property of third parties and our solutions rely on information generated by third parties.
Any interruption of our access to such information, technology, and intellectual property could materially harm our operating results.***
We
use data, technology, and intellectual property licensed from unaffiliated third parties in certain of our products, and we may license
additional third-party data, technology, and intellectual property in the future. Any errors or defects in this third-party data, technology,
and intellectual property could result in errors that could adversely impact our brand and business. In addition, licensed data, technology,
and intellectual property may not continue to be available on commercially reasonable terms, or at all. The loss of the right to license
and distribute this third-party data, technology, and intellectual property could limit the functionality of our products and might require
us to redesign our products. Our success depends significantly on our ability to provide our customers access to data from many different
sources, including, for example, parts-related data for purposes of repair estimation. We obtain much of our data about vehicle parts
and components and collision repair labor and costs through license agreements with third parties who may be sole-source suppliers of
that data.
If
one or more of our licenses are terminated, if our licenses are subject to material price increases, or if we are unable to renew one
or more of these licenses on favorable terms or at all, we may be unable to access necessary information without incurring additional
costs or, for instance in the case of information licensed from sole-service suppliers, unable to access alternative data sources that
would provide comparable information. While we do not believe that our access to many of the individual sources of data is material to
our operations, prolonged industry-wide price increases or reductions in data availability could make receiving certain data more difficult
and could result in significant cost increases, which could materially harm our operating results.
***Our
solutions or products or our third-party cloud providers have experienced in the past, and could experience in the future, data security
breaches, which could adversely impact our reputation, business, and ongoing operations.***
As
a software business, we face risks of cyber-attacks, including ransomware and phishing attacks, social engineering attacks, computer
break-ins, theft, fraud, misappropriation, misuse, denial-of-service attacks, and other improper activity that could jeopardize the performance
of our platform and solutions and expose us to financial and reputational impact and legal liability, especially with regards to regulators
such as the FTC, which has become increasingly aggressive in prosecuting alleged failure to secure personal data as unfair and deceptive
acts or practices under the Federal Trade Commission Act the (“FTC Act”). In addition, each of our subsidiaries may be subject to additional cyber-security risks,
borne of existing systems-wide vulnerabilities, that could jeopardize the performance of their platforms and expose us to similar financial
and reputational impact and legal liability, especially with regards to regulators such as the FTC.
Furthermore,
such adverse impact could be in the form of theft of our or our customers’ confidential information, the inability of our customers
to access our systems, or the improper re-routing of customer funds through fraudulent transactions or other frauds perpetrated to obtain
inappropriate payments and may result from accidental events (such as human error) or deliberate attacks. To protect the information
we collect and our systems, we have implemented and maintain commercially reasonable security measures and information security policies
and procedures informed by requirements under applicable law and recommended practices, in each case, as applicable to the data collected,
but we cannot be sure that such security measures will be sufficient. In some cases, we must rely on the safeguards put in place by third
parties to protect against security threats. These third parties, including vendors that provide products and services for our operations,
could also be a source of security risk to us in the event of a failure of their own security systems and infrastructure. Our network
of business application providers could also be a source of vulnerability to the extent their business applications interface with ours,
whether unintentionally or through a malicious backdoor. We cannot, in all instances, review the software code included in third-party
integrations. Although we vet and oversee such vendors, we cannot be sure such vetting and oversight will be sufficient. We also exercise
limited control over these vendors, which increases our vulnerability to problems with services they provide. Any errors, failures, interruptions
or delays experienced in connection with these vendor technologies and information services or our own systems could negatively impact
our relationships with partners and adversely affect our business and could expose us to liabilities. Because the techniques used to
obtain unauthorized access, or to sabotage systems, change frequently, generally are not recognized until launched against a target,
and may be difficult to detect for long periods of time, we or these third parties may be unable to anticipate these techniques or to
implement adequate preventative measures. With the increasing frequency of cyber-related fraud to obtain inappropriate payments, we need
to ensure our internal controls related to authorizing the transfer of funds are adequate. We may also be required to expend resources
to remediate cyber-related incidents or to enhance and strengthen our cybersecurity. Any of these occurrences could create liability
for us, put our reputation in jeopardy, and adversely impact our business.
24
Our
customers provide us with information that our solutions store, some of which is sensitive and/or confidential information about them
or their financial transactions. In addition, we store personal information about our employees and, to a lesser extent, those who purchase
products or services from our customers. We have security systems and information technology infrastructure designed to protect against
unauthorized access to and disclosure of such information. The security systems and infrastructure we maintain may not be successful
in protecting against all security breaches and cyber-attacks, including ransomware and phishing attacks, social-engineering attacks,
computer break-ins, theft, fraud, misappropriation, misuse, denial-of-service attacks, and other improper activity. Threats to our information
technology security can take various forms, including viruses, worms, and other malicious software programs that attempt to attack our
solutions or platform or to gain access to the data of our customers or their customers. Non-technical means, for example, actions or
omissions by an employee or trespasser, can also result in a security breach. Any significant violations of data privacy could result
in the loss of business, litigation, regulatory fines or investigations, loss of customers, and penalties that could damage our reputation
and adversely affect the growth of our business. It is possible, however, that claims could be denied or exceed the amount of our applicable
insurance coverage, if any, or that this coverage may not continue to be available on acceptable terms or in sufficient amounts. Even
if these claims do not result in liability to us, investigating and defending against them could be expensive and time consuming and
could divert management’s attention away from our operations. In addition, negative publicity caused by these events may negatively
impact our customer relationships, market acceptance of our solutions, including unrelated solutions, or our reputation and business.
***We
may not be able to prevent or address the misappropriation of Roadzen-owned data.***
From
time to time, third parties may misappropriate our data through website scraping, bots, or other means and aggregate this data on their
websites with data from other companies. In addition, copycat websites or mobile apps may misappropriate data and attempt to imitate
our brand or the functionality of our website or our mobile app. If we become aware of such websites or mobile apps, we intend to employ
technological or legal measures in an attempt to halt their operations. However, we may be unable to detect all such websites or mobile
apps in a timely manner and, even if we could, technological and legal measures may be insufficient to halt their operations.
In
some cases, our available remedies may not be adequate to protect us against the effect of the operation of such websites or mobile apps.
Regardless of whether we can successfully enforce our rights against the operators of these websites or mobile apps, any measures that
we may take could require us to expend significant financial or other resources, which could harm our business, results of operations,
or financial condition. In addition, to the extent that such activity creates confusion among consumers or advertisers, our brand and
business could be harmed.
***Real
or perceived failures in our solutions, an inability to meet contractual service levels, or unsatisfactory performance of our services,
could adversely affect our business, results of operations and financial condition.***
Because
we offer solutions that operate in complex environments, undetected or other errors or failures may exist or occur, which may lead to
unsatisfactory performance of our services resulting in termination of our contracts, especially when solutions are first introduced
or when new versions are released, implemented, or integrated into other systems. Our solutions are often used in environments with different
operating systems, system management software and equipment and networking configurations, which may cause errors or failures in our
solutions or may expose undetected errors, failures, or bugs in our solutions. Despite testing by us, we may not identify all errors,
failures or bugs in new solutions or releases until after commencement of commercial sales or installation. In the past, we have discovered
errors, failures, and bugs in some of our solutions after their introduction. We may not be able to fix errors, failures, and bugs without
incurring significant costs or an adverse impact to our business. The occurrence of errors in our solutions or the detection of bugs
by our customers may damage our reputation in the market and our relationships with our existing customers, and as a result, we may be
unable to attract or retain customers. We believe that our reputation and name recognition are critical factors in our ability to compete
and generate additional sales. Promotion and enhancement of our name will depend largely on our success in continuing to provide effective
solutions and services. The failure to do so may result in the loss of, or delay in, market acceptance of our solutions and services,
which could adversely impact our sales, results of operations and financial condition.
25
The
license and support of our software creates the risk of significant liability claims against us. Our IaaS arrangements and licenses with
our customers contain provisions designed to limit our exposure to potential liability claims. It is possible, however, that the limitation
of liability provisions contained in such agreements may not be enforced as a result of international, federal, state and local laws
or ordinances or unfavorable judicial decisions. Breach of warranty or damage liability, or injunctive relief resulting from such claims,
could adversely impact our results of operations and financial condition.
***Any
disruption of our Internet connections, including to any third-party cloud providers that host any of our websites or web-based services,
could affect the success of our IaaS solutions.***
Any
system failure, including network, software, or hardware failure, that causes an interruption in our network or a decrease in the responsiveness
of our website or our IaaS solutions could result in reduced user traffic, reduced revenue and potential breaches of our IaaS arrangements.
Continued growth in Internet usage could cause a decrease in the quality of Internet connection services. Websites have experienced service
interruptions as a result of outages and other delays occurring throughout the worldwide Internet network infrastructure. In addition,
there have been several incidents in which individuals have intentionally caused service disruptions of major websites. If these outages,
delays, or service disruptions occur frequently in the future, usage of our web-based services could grow more slowly than anticipated
or decline and we may lose customers and revenue.
If
the third-party cloud providers that host any of our websites or web-based services were to experience a system failure, the performance
of our websites and web-based services, including our IaaS solutions, could be adversely impacted. Currently, we utilize third-party
cloud providers to host our websites and web-based services. Any disruption of, or interference with, our use of these third-party cloud
providers could impair our ability to deliver our solutions to our customers, resulting in customer dissatisfaction, damage to our reputation,
loss of customers and adverse impact to our operations and our business. In general, third-party cloud providers are vulnerable to damage
from fire, floods, earthquakes, acts of terrorism, war or political upheaval, power loss, telecommunications failures, electronic intrusion
attempts from both external and internal sources, and similar events. If we decided to switch cloud providers or consolidate cloud providers
for any reason, it may require significant resources to execute the resulting migrations.
The
controls implemented by our current or future third-party cloud providers may not prevent or timely detect system failures and we do
not control the operation of third-party cloud providers that we use. Any changes in service levels by our current or future third-party
cloud providers could result in loss or damage to our customers’ stored information and any service interruptions at these third-party
cloud providers could hurt our reputation, cause us to lose customers, adversely impact our ability to attract new customers or subject
us to potential liability. Our current or future third-party cloud providers could decide to close their facilities without adequate
notice. In addition, financial difficulties, such as bankruptcy, faced by our current or future third-party cloud providers, or any of
the service providers with whom we or they contract, may have negative effects on our business. If our current or future third-party
cloud providers are unable to keep up with our growing needs for capacity or any spikes in customer demand, it could have an adverse
effect on our business. Our property and business interruption insurance coverage may not be adequate to fully compensate us for losses
that may occur. Additionally, systems redundancies and disaster recovery and business continuity plans may not be sufficient to overcome
the failures of third-party providers hosting our IaaS solutions.
In
addition, our users depend on Internet service providers, online service providers and other website operators for access to our website.
These providers could experience outages, delays, and other difficulties due to system failures unrelated to our systems. Any of these
events could adversely impact our business, results of operations and financial condition.
***We
may acquire or invest in companies, or pursue business partnerships, which may divert our management’s attention or result in dilution
to our shareholders, and we may be unable to integrate acquired businesses and technologies successfully or achieve the expected benefits
of such acquisitions, investments, or partnerships.***
We
expect to continue to grow, in part, by making targeted acquisitions in addition to our organic growth strategy. Our business strategy
includes the potential acquisition of shares or assets of companies with businesses complementary to ours, both domestically and globally.
Our strategy also includes alliances with such companies. Acquisitions and alliances may result in unforeseen operating difficulties
and expenditures and may not result in the benefits anticipated by such corporate activity.
26
In
particular, we may fail to assimilate or integrate the businesses, technologies, services, products, personnel or operations of the acquired
companies, retain key personnel necessary to favorably execute the combined companies’ business plans, or retain existing customers
or sell acquired products to new customers. Acquisitions and alliances may also disrupt our ongoing business, divert our resources, and
require significant management attention that would otherwise be available for ongoing development of our current business. In addition,
we may be required to make additional capital investments or undertake remediation efforts to ensure the success of our acquisitions,
which may reduce the benefits of such acquisitions. We also may be required to use a substantial amount of our cash or to issue debt
or equity securities to complete an acquisition or realize the potential of an alliance, which could deplete our cash reserves and/or
dilute our existing stockholders and newly-issued securities may have rights, preferences or privileges senior to those of existing stockholders.
Additionally,
the assumptions we use to evaluate acquisition opportunities may not prove to be accurate, and intended benefits may not be realized.
Our due diligence investigations may fail to identify all the problems, liabilities or other challenges associated with an acquired business
which could result in increased risk of unanticipated or unknown issues or liabilities, including with respect to environmental, competition
and other regulatory matters, and our mitigation strategies for such risks that are identified may not be effective. As a result, we
may not achieve some or any of the benefits, including anticipated synergies or accretion to earnings, that we expect to achieve in connection
with our acquisitions, we may not accurately anticipate the fixed and other costs associated with such acquisitions, or the business
may not achieve the performance we anticipate, any of which may materially adversely affect our business, prospects, financial condition,
results of operations, cash flows, as well as our stock price. Further, if we fail to achieve the expected synergies from our acquisitions
and alliances, we may experience impairment charges with respect to goodwill, intangible assets, or other items, particularly if business
performance declines or expected growth is not realized. Any future impairment of our goodwill or other intangible assets could have
an adverse effect on our financial condition and results of operations. No assurance can be given regarding the accuracy or reasonability
of such projections and assumptions. No assurance can be given that we may be able to achieve some or all such benefits, economies of
scale or synergies that we expect to achieve in connection with these acquisitions, including achieving accretion to earnings, achieving
fixed and other costs associated with such acquisitions, or achieving the anticipated performance. Any failure to achieve such benefits,
economies of scale or synergies or unanticipated challenges we may face in such integration would adversely affect our business, prospects,
financial condition, results of operations and cash flows, as well as our stock price. Further, such failure would result in impairment
charges with respect to goodwill, intangible assets, or other items, particularly if business performance declines or expected growth
is not realized.
Further,
following an acquisition or the establishment of an alliance offering new solutions, we may be required to defer the recognition of revenue
that we receive from the sale of solutions that we acquired or that result from the alliance, or from the sale of a bundle of solutions
that includes such new solutions. In addition, our ability to maintain favorable pricing of new solutions may be challenging if we bundle
such solutions with sales of existing solutions. A delay in the recognition of revenue from sales of acquired or alliance solutions,
or reduced pricing due to bundled sales, may cause fluctuations in our quarterly financial results, may adversely affect our operating
margins, and may reduce the benefits of such acquisitions or alliances.
Additionally,
competition within the insurance industry for acquisitions of businesses, technologies and assets has been, and is expected to continue
to be, intense. Acquisitions could become the target of regulatory reviews, which could lead to increased legal costs, or could potentially
jeopardize the consummation of the acquisition. As such, even if we are able to identify an acquisition that we would like to pursue,
the target may be acquired by another strategic buyer or financial buyer such as a private equity firm, or we may otherwise not be able
to complete the acquisition on commercially reasonable terms, if at all.
***If
we are unable to achieve and sustain a level of liquidity sufficient to support our operations and fulfill our obligations, our business,
financial condition, and results of operations could be adversely affected.***
We
actively monitor and manage our cash and cash equivalents so that sufficient liquidity is available to fund our operations and other
corporate purposes. In the future, increased levels of liquidity may be required to adequately support our operations and initiatives
and to mitigate the effects of business challenges or unforeseen circumstances. If we are unable to achieve and sustain such increased
levels of liquidity, we may suffer adverse consequences, including reduced investment in our platform development, difficulties in executing
our business plan and fulfilling our obligations, and other operational challenges. Any of these developments could adversely affect
our business, financial condition, and results of operations.
27
***We
are subject to key person risk because we rely on the expertise of our CEO, senior management team, and other key employees. If we are
unable to attract, retain, or motivate key personnel or hire qualified personnel, our business may be severely impacted.***
Our
success depends on the ability to attract, retain, and motivate a highly skilled and diverse management team and workforce. Our CEO is
an integral part of the Roadzen brand and his departure would likely create difficulty with respect to both the perception and execution
of our business. Additionally, the loss of a member of our senior management team, specialized experts or key personnel might significantly
delay or prevent the achievement of our strategic business objectives and could harm our business. We rely on a small number of highly
specialized experts, the loss of any one of whom could have a disproportionate impact on our business. Our compensation arrangements,
such as our equity award programs, may not always be successful in attracting new employees and retaining and motivating our existing
employees. Moreover, if and when our stock options or other equity awards are substantially vested, employees under such equity arrangements
may be more likely to leave, particularly when the underlying shares have seen a value appreciation.
Our
inability to ensure that the Company has the depth and breadth of management and personnel with the necessary skills and experience could
impede our ability to deliver growth objectives and execute our operational strategy. As we continue to expand and grow, we will need
to promote or hire additional staff, and it may be difficult to attract or retain such individuals in a timely manner and without incurring
significant additional costs. Furthermore, several members of our management team were hired recently. If we are not able to integrate
these new team members or if they do not perform adequately, our business may be harmed.
***If
we cannot maintain our company culture as we grow, our success and our business and competitive position may be harmed.***
We
believe that our success to date has been driven in large part by our company’s cultural principles of focusing on customer success,
building for the long term, adopting a growth mindset, being inclusive and winning as a team. As the Company grows and develops the infrastructure
of a public company, we may find it difficult to maintain these important aspects of our culture. Any failure to preserve our culture
could negatively affect our ability to retain and recruit personnel, which is critical to our growth, and to effectively focus on and
pursue our corporate objectives. As a result, if we fail to maintain our company culture, our business and competitive position may be
harmed.
***We
typically provide service-level commitments under our subscription agreements. Failure to meet these contractual commitments could lower
our revenue and harm our business, financial condition, and results of operations.***
Our
subscription agreements typically contain service-level commitments, and our agreements with larger customers may carry higher service-level
commitments than those provided to customers generally. If we are unable to meet the stated service-level commitments, including failure
to meet the service requirements under our subscription agreements, we may face subscription terminations and a reduction in renewals,
which could significantly affect both our current and future revenue. We offer multiple tiers of subscriptions to our products and, as
such, our service-level commitments will increase if more customers choose higher tier subscriptions. Any service-level failures could
also damage our reputation, which could also adversely affect our business, financial condition, and results of operations.
***Roadzen
is exposed to interest rate risk through the course of our normal operations. Rising interest rates could have a negative impact on our
cash flows as interest expense would likely increase on any debt undertaken.***
Our
consolidated balance sheets include assets and liabilities with estimated fair values that are subject to the interest rate, which impacts
the fair value of our liabilities as well as interest rate risks associated with any investments made in fixed income securities.
28
***We
may need to raise additional funding to achieve our goals, and a failure to obtain this necessary capital when needed on acceptable terms,
or at all, may force us to delay, limit, reduce or terminate our product development efforts or other operations.***
Since
our inception, substantially all of our resources have been dedicated to the development of our core technology and product platforms.
We believe that we will continue to expend substantial resources for the foreseeable future as we build and enhance our capabilities
and commercialize our products. These expenditures are expected to include costs associated with research and development, as well as
marketing and selling existing and new products. These expenditures are expected to include working capital, costs of acquiring and building
out new facilities, and the cost of attracting and retaining a skilled labor force. In addition, other unanticipated costs may arise.
As
of March 31, 2026, we had cash and cash equivalents of approximately $6.6 million. During the period ended March 31, 2026, the Company
incurred a net loss of approximately $23.6 million and had cash flows used in operating activities of approximately $21.4 million.
Our
business prospects are subject to risks, expenses, and uncertainties frequently encountered by companies in the early stages of commercial
operations. To date, we have been funded primarily by equity and debt financings, including the issuance of redeemable convertible preferred
stock.
Based
on our history of losses, we do not expect that we will be able to fund our longer-term capital and liquidity needs to execute our business
plan and pursue our strategic goals through our cash balances and operating cash flows alone. To fund our longer-term capital and liquidity
needs, we expect we will need to secure additional capital. However, our business plan and financing needs are subject to change depending
on, among other things:
- the number and characteristics of any additional products we develop or acquire to serve new or existing markets;
- the scope, progress, results and costs of researching and developing future products or improvements to existing products;
- the expenses associated with our sales and marketing initiatives;
- our investment to expand our service offerings;
- the costs required to fund domestic and international growth;
- any lawsuits, arbitration, or other legal proceedings related to our products or commenced against us;
- the expenses needed to attract and retain skilled personnel;
- the costs associated with being a public company;
- the costs involved in preparing, filing, prosecuting, maintaining, defending, and enforcing intellectual property claims, including litigation costs and the outcome of such litigation; and
- the timing, receipt and amount of sales of, or royalties on, any future approved products, if any.
We
may obtain future additional funds through public or private equity or debt financings or other sources, such as strategic collaborations.
Such financings may result in dilution to shareholders, issuance of securities with priority as to liquidation and dividend and other
rights more favorable than Ordinary Shares, imposition of debt covenants and repayment obligations, or other restrictions that may adversely
affect our business. In addition, we may seek additional capital due to favorable market conditions or strategic considerations even
if we believe that we have sufficient funds for current or future operating plans. There can be no assurance that financing will be available
to us on favorable terms, or at all. The inability to obtain financing when needed may make it more difficult for us to operate our business
or implement our growth plans and we may be required to delay, limit, reduce or terminate our manufacturing, research and development
activities, growth and expansion plans, establishment of sales and marketing capabilities or other activities that may be necessary or
desirable to generate revenue and achieve profitability.
29
***Our
management has limited experience in operating a public company.***
Our
executive officers have limited experience in the management of a publicly traded company. Our management team may not successfully or
effectively manage a public company such as Roadzen that will be subject to significant regulatory oversight and reporting obligations
under U.S. securities laws. Their limited experience in dealing with the increasingly complex laws pertaining to public companies could
be a significant disadvantage in that it is likely that an increasing amount of their time may be devoted to these activities which will
result in less time being devoted to the management and growth of our company. We may not have adequate personnel with the appropriate
level of knowledge, experience, and training in the accounting policies, practices or internal controls over financial reporting required
of public companies in the U.S. In addition, each of our subsidiaries may also have inadequate internal controls over financial reporting required of public companies in the U.S.
The development and implementation of the standards and controls necessary for us to achieve the level of accounting standards required
of a public company in the U.S. may require costs greater than expected. It is possible that we will be required to expand our employee
base and hire additional employees to support our operations as a public company, which will increase our operating costs in future periods.
***We
will incur increased costs as a result of operating as a public company, and our management will devote substantial time to new compliance
initiatives.***
As
a public company, we incur significant legal, accounting, and other expenses that we did not incur as a private company, and these expenses
may increase even more after we are no longer an emerging growth company, as defined in Section 2(a) of the Securities Act. As a public
company, we are subject to the reporting requirements of the Exchange Act, the Sarbanes-Oxley Act of 2002 (the “Sarbanes-Oxley
Act”), the Dodd-Frank Wall Street Reform and Consumer Protection Act (the “Dodd-Frank Act”), as well as rules adopted,
and to be adopted, by the SEC and Nasdaq. Our management and other personnel will need to devote a substantial amount of time to these
compliance initiatives. Moreover, we expect these rules and regulations to substantially increase our legal and financial compliance
costs and to make some activities more time-consuming and costly. The increased costs may increase our net loss. For example, we expect
these rules and regulations to make it more difficult and more expensive for it to obtain director and officer liability insurance and
we may be forced to accept reduced policy limits or incur substantially higher costs to maintain the same or similar coverage. We cannot
predict or estimate the amount or timing of additional costs we may incur to respond to these requirements. The impact of these requirements
could also make it more difficult for us to attract and retain qualified persons to serve on our board of directors, our board committees,
or as executive officers.
***The
current conflicts between Ukraine and Russia, between Israel and Hamas and between the U.S. and Iran have exacerbated market instability
and disrupted the global economy.***
The
current conflicts between Ukraine and Russia, between Israel and Hamas and U.S. and Iran have caused uncertainty about economic and political
stability, increasing volatility in the credit and financial markets, and disrupting the global economy. The U.S., the E.U., and several
other countries are imposing far-reaching sanctions and export control restrictions on Russian entities and individuals. These sanctions
and export controls may also contribute to higher oil and gas prices and inflation, which could reduce demand in the global automotive
sector and therefore reduce demand for our solutions. There is also a risk that Russia, as a retaliatory action to sanctions, may launch
cyberattacks against the U.S., the E.U., or other countries or their infrastructures and businesses. Additional consequences of the conflict
may include diminished liquidity and credit availability, declines in consumer confidence, declines in economic growth, and various shortages
and supply chain disruptions. While we do not currently directly rely on goods or services sourced in Russia or Ukraine and thus have
not experienced any direct disruptions, we may experience indirect disruptions in our supply chain. Any of the foregoing factors, including
developments or effects that we cannot yet predict, may adversely affect our business, results of operations, and financial condition.
30
**Risks
Relating to Regulatory and Legal Matters**
***We
are subject to changing law and regulations regarding regulatory matters, corporate governance and public disclosure that have increased
both our costs and the risk of non-compliance.***
We
are subject to rules and regulations by various governing bodies, including, for example, the SEC, which are charged with the protection
of investors and the oversight of companies whose securities are publicly traded, and to new and evolving regulatory measures under applicable
law, including the laws of the BVI. Our efforts to comply with new and changing laws and regulations have resulted in and are likely
to continue to result in, increased general and administrative expenses and a diversion of management time and attention from revenue-generating
activities to compliance activities.
Moreover,
because these laws, regulations and standards are subject to varying interpretations, their application in practice may evolve over time
as new guidance becomes available. This evolution may result in continuing uncertainty regarding compliance matters and additional costs
necessitated by ongoing revisions to our disclosure and governance practices. If we fail to address and comply with these regulations
and any subsequent changes, it may be subject to penalty and our business may be harmed.
***As
a managing general agency/underwriter in the U.S. and U.K./E.U. markets, and an insurance broker in India, we operate in a highly regulated
environment for our insurance product distribution and face risks associated with compliance requirements, some of which cause us to
make judgment calls that could have an adverse effect on us.***
The
insurance broking industry in which we operate is subject to extensive regulation. We are subject to regulation and supervision both
federally and in each applicable local state or provincial jurisdiction as per the particular geography. In general, these regulations
are designed to protect members, policyholders, and insureds and to protect the integrity of the financial markets, rather than to protect
shareholders or creditors. Our ability to conduct business in these jurisdictions depends on our compliance with the rules and regulations
promulgated by federal and state or provincial regulatory bodies and other regulatory authorities. Maintaining compliance with rules
and regulations is often complex and challenging, and it sometimes requires us to make a judgment call regarding the level of risk associated
with a requirement, which could have an adverse effect on us.
There
can be no assurance that we will be able to adapt effectively and timely to any changes in law. A failure to comply with regulatory requirements,
or changes in regulatory requirements or interpretations, can result in actions by regulators, potentially leading to penalties and enforcement
actions, and in extreme cases, revocation of an authority to do business in one or more jurisdictions. This could result in adverse publicity
and potential damage to our brand and reputation in the marketplace. In addition, we could face lawsuits by members, insureds, and other
parties for alleged violations of these laws and regulations.
State
insurance laws grant supervisory agencies, including state insurance departments, broad administrative authority. In India, the Insurance
Regulatory and Development Authority (“IRDAI”), the FCA, and, in the U.S., state insurance regulators and the National Association
of Insurance Commissioners continually review existing laws and regulations, some of which affect our business. These supervisory agencies
regulate many aspects of the insurance business, including the licensing of insurance brokers and agents and other insurance intermediaries;
the handling of third-party funds held in a fiduciary capacity; and trade practices, such as marketing, advertising, and compensation
arrangements entered into by insurance brokers and agents. Individuals who engage in the solicitation, negotiation, or sale of insurance,
or provide certain other insurance services, generally are required to be licensed individually. Insurance laws and regulations govern
whether licensees may share commissions with unlicensed entities and individuals. We believe that generally any payments we make to third
parties are in compliance with applicable laws. However, should any regulatory agency take a contrary position and prevail, we will be
required to change the manner in which we pay fees to individuals and entities for placing insurance policies through us.
In
India, insurance brokers are required to comply with various regulatory requirements as prescribed under the Insurance Act, 1938, the
Insurance Regulatory and Development Authority Act, 1999 and the relevant rules and regulations thereunder, each as amended from time
to time (collectively, “Indian Insurance Broker Laws”). Because of the complexities of the Indian Insurance Broker Laws,
we have had prior experiences with lapses in filings or disclosures in compliance with the Indian Insurance Broker Laws. While past lapses
could be attributed to technical lapses and human errors, we are setting up a system to track and monitor compliance with the regulatory
requirements under applicable laws. Currently, although there are no notices or penalty imposed by IRDAI in respect of such lapses, such
lapses could result in actions by IRDAI, potentially leading to penalties and enforcement actions, which in extreme cases, among things,
could lead to revocation of license to operate as a licensed insurance broker. In determining the penalties, the discretion of the regulatory
agencies in imposing penalties is generally guided by facts and circumstances of a specific case, particularly, the gravity of the violation
and the bona fide of the parties involved. There can be no assurance that the penalties imposed by the regulator while regularizing such
past lapses will not adversely affect our business or financial conditions.
31
We
may be subject to periodic inspections by IRDAI for our insurance broker in India. In the event that we are unable to comply with the
observations made by the IRDAI or comply with IRDAI’s directions at any time in the future, we could be subject to penalties and
restrictions which may be imposed by the IRDAI. Imposition of any penalty or adverse finding by the IRDAI during any future inspection
may have a material adverse effect on our reputation, business, financial condition, results of operations and cash flows.
We
cannot assure you that we will not be subject to any adverse regulatory actions by regulators in the future. The costs of compliance
may be high, which may affect our profitability. If we are unable to comply with any such regulatory requirements, our business and results
of operations may be materially and adversely affected.
Regulatory
review or the issuance of interpretations of existing laws and regulations may result in the enactment of new laws and regulations that
could adversely affect our operations or our ability to conduct business profitably. It is difficult to predict whether, and to what
degree, changes resulting from new laws and regulations will affect the industry or our business.
***The
U.S. federal government or independent standards organizations may implement significant regulations or standards that could adversely
affect our ability to produce or market our products.***
Our
products transmit radio frequency waves, the transmission of which is governed by the rules and regulations of the Federal Communications
Commission (“FCC”), as well as other federal and state agencies. Further, to the extent our AI requires the use of electronic
logging devices (“ELDs”), they are subject to regulation by the Federal Motor Carrier Safety Administration (“FMCSA”)
and may be subject to similar regulations in other countries in which they are used. Among other challenges, compliance with ELD regulations
often requires reading and interpreting diagnostic information from commercial motor vehicle engines, which can prove challenging given
the diversity of commercial motor vehicles in our customers’ fleets, the continuous release of vehicles of new makes, models, and
years with potentially different diagnostic communication protocols, and the lack of standardization of diagnostic communication protocols
across OEMs. Our ability to design, develop and sell our products will continue to be subject to these rules and regulations, as well
as many other federal, state, local and foreign rules, and regulations, for the foreseeable future.
The
implementation of unfavorable regulations or industry standards, or unfavorable interpretations of existing regulations by courts or
regulatory bodies, could require us to incur significant compliance costs, cause the development of the affected products to become impractical,
or otherwise adversely affect our ability to produce or market our solution. The adoption of new industry standards applicable to our
products may require us to engage in rapid product development efforts that would cause us to incur higher expenses than we anticipated.
In some circumstances, we may not be able to comply with such standards, which could materially and adversely affect our ability to generate
revenues through the sale of our products.
***We
are currently and may in the future become a party to litigation, which could result in damage to our reputation and harm our future
results of operations.***
From
time to time, we may become involved in legal proceedings or be subject to claims arising in the ordinary course of our business. For
example, we are currently involved in litigation with Meteora, as described in Item 3 (Legal Proceedings) in this Annual Report (collectively,
the “Meteora Litigation”). While we are seeking significant damages against Meteora, we may not prevail in the Meteora Litigation,
and may have to pay damages to Meteora. In addition, litigation, including the Meteora Litigation, might result in substantial costs
and may divert management’s attention and resources, which might harm our business, financial condition, and results of operations.
While we believe that we can partially mitigate the risk and severity of exposure from these lawsuits through contractual provisions
in certain of our agreements with insurance carriers, and carrying our own insurance that we believe is adequate to cover adverse claims
arising from these lawsuits or similar lawsuits that may be brought against us, we may not have adequate contractual protection in all
of our contracts and defending these and similar litigation is costly, diverts management from day-to-day operations, and could harm
our brand and reputation. As a result, we may ultimately be subject to a damages judgment, which could be significant and exceed our
insurance policy limits or otherwise be excluded from coverage.
32
Regardless
of the outcome of any future litigation, litigation can have an adverse impact on us because of defense and settlement costs, diversion
of management resources, harm to our reputation, and other factors. See *“Business — Legal Proceedings.”*
Failure
to comply with laws and regulations applicable to our business could subject us to fines and penalties and could also cause us to lose
customers or otherwise harm our business.
Our
business is subject to regulation by various federal, state, local, and foreign governmental agencies, including agencies responsible
for monitoring and enforcing compliance with various legal obligations, covering topics including privacy and data protection, telecommunications,
intellectual property, employment and labor, workplace safety, the environment, consumer protection, governmental trade sanctions, import
and export controls, anti-corruption and anti-bribery, securities, and tax. In certain jurisdictions, these regulatory requirements may
be more stringent than in the U.S. These laws and regulations impose added costs on our business. Noncompliance with applicable regulations
or requirements could subject us to:
- investigations, enforcement actions, and sanctions;
- mandatory changes to our solutions and services;
- disgorgement of profits, fines, and damages;
- civil and criminal penalties or injunctions;
- claims for damages by our customers or channel partners;
- termination of contracts;
- loss of intellectual property rights; and
- temporary or permanent debarment from sales to government organizations.
If
any governmental sanctions are imposed, or if we do not prevail in any possible civil or criminal litigation, our business, financial
condition, and results of operations could be adversely affected. In addition, responding to any action will likely result in a significant
diversion of our management’s attention and resources and an increase in fees to professionals and/or consultants. Enforcement
actions and sanctions could materially harm our business, financial condition, and results of operations.
Additionally,
companies in the technology industry have recently experienced increased regulatory scrutiny. Any reviews by regulatory agencies or legislatures
may result in substantial regulatory fines, changes to our business practices, and other penalties, which could negatively affect our
business and results of operations. Changes in social, political, and regulatory conditions or in laws and policies governing a wide
range of topics may cause us to change our business practices. Further, our expansion into a variety of new use cases for our solution
could also raise a number of new regulatory issues. These factors could materially and adversely affect our business, financial condition,
and results of operations.
33
***Our
failure to comply with the requirements of applicable environmental legislation and regulation could have a material adverse effect on
our revenue and profitability.***
Production
and marketing of products in certain states and countries may subject us to environmental and other regulations. In addition, certain
states and countries may pass new regulations requiring our products to meet certain requirements to use environmentally friendly components.
For example, the E.U. has issued two directives relating to chemical substances in electronic products. The Waste Electrical and Electronic
Equipment Directive (“WEEE”) makes producers of certain electrical and electronic equipment financially responsible for the
collection, reuse, recycling, treatment, and disposal of equipment placed in the E.U. market. The Restrictions of Hazardous Substances
Directive (“RoHS”) bans the use of certain hazardous materials in electrical and electronic equipment which are put on the
market in the E.U. In the future, the governments of various countries, including the United States, or other state or local governments,
may adopt further environmental compliance programs and requirements. If we fail to comply with these regulations in connection with
the manufacture of our telematic devices, we may face regulatory fines, changes to our business practices, and other penalties, and may
not be able to sell our devices in jurisdictions where these regulations apply, which could have a material adverse effect on our revenue
and profitability.
***We
are subject to stringent and changing laws, regulations, standards, and contractual obligations related to privacy, data protection,
and data security. Any actual or perceived failure to comply with such obligations could harm our business.***
We
receive, collect, store, process, transfer, and use personal information and other data relating to users of our solutions, our employees
and contractors, and other persons. For example, one of our AI-based telematics systems collects video information of our customers,
and certain of our AI applications collect and store facial recognition data, which is subject to heightened sensitivity and regulation.
We have legal and contractual obligations regarding the protection of confidentiality and appropriate use of certain data, including
facial recognition data and other personal information. We are subject to numerous federal, state, local, and international laws, directives,
and regulations regarding privacy, data protection, data security and the collection, storing, sharing, use, processing, transfer, disclosure,
and protection of personal information and other data, the scope of which are changing, subject to differing interpretations, and may
be inconsistent across jurisdictions or conflict with other legal and regulatory requirements. We are also subject to certain contractual
obligations to third parties related to privacy, data protection and data security. We strive to comply with our applicable policies
and applicable laws, regulations, contractual obligations, and other legal obligations relating to privacy, data protection, and data
security to the extent possible. However, the regulatory framework for privacy, data protection and data security worldwide is currently,
and is likely to remain for the foreseeable future, uncertain and complex, and it is possible that these or other actual or alleged obligations
may be interpreted and applied in a manner that we do not anticipate or that is inconsistent from one jurisdiction to another and may
conflict with other legal obligations or our practices. Further, any significant change to applicable laws, regulations or industry practices
regarding the collection, use, retention, security or disclosure of data, or their interpretation, or any changes regarding the manner
in which the consent of users or other data subjects for the collection, use, retention or disclosure of such data must be obtained,
could increase our costs and require us to modify our AI, possibly in a material manner, which we may be unable to complete, and may
limit our ability to store and process user data or develop new features.
We
also expect that there will continue to be new laws, regulations, and industry standards concerning privacy, data protection, and information
security proposed and enacted in various jurisdictions. For example, the data protection landscape in Europe is currently evolving, resulting
in possible significant operational costs for internal compliance and risks to our business. The E.U. adopted the General Data Protection
Regulation (the “GDPR”), which became effective in May 2018, and contains numerous requirements and changes from previously
existing European Union laws, including more robust obligations on data processors and heavier documentation requirements for data protection
compliance programs by companies. Among other requirements, the GDPR regulates the transfer of personal data subject to the GDPR to third
countries that have not been found to provide adequate protection to such personal data, including the U.S. Failure to comply with the
GDPR could result in penalties for noncompliance (including possible fines of up to the greater of €20 million and 4% of our global
annual turnover for the preceding financial year for the most serious violations, as well as the right to compensation for financial
or non-financial damages claimed by individuals under Article 82 of the GDPR).
In
addition to the GDPR, the European Commission has another draft regulation in the approval process that focuses on a person’s right
to conduct a private life. The proposed legislation, known as the Regulation of Privacy and Electronic Communications (the “ePrivacy
Regulation”), would replace the current ePrivacy Directive. Originally planned to be adopted and implemented at the same time as
the GDPR, the ePrivacy Regulation is still being negotiated.
34
Various
United States privacy laws are potentially relevant to our business, including the Federal Trade Commission Act, Controlling the Assault
of Non-Solicited Pornography and Marketing Act (the “CAN-SPAM Act”), and the Telephone Consumer Protection Act. Any actual
or perceived failure to comply with these laws could result in a costly investigation or litigation resulting in potentially significant
liability, loss of trust by our users, and a material and adverse impact on our reputation and business.
Additionally,
in June 2018, California passed the California Consumer Privacy Act (“CCPA”), which provides new data privacy rights for
California consumers and new operational requirements for covered companies. Specifically, the CCPA provides that covered companies must
provide new disclosures to California consumers and afford such consumers new data privacy rights that include the right to request a
copy from a covered company of the personal information collected about them, the right to request deletion of such personal information,
and the right to request to opt-out of certain sales of such personal information. The CCPA became operative on January 1, 2020. The
California Attorney General can enforce the CCPA, including by seeking an injunction and civil penalties for violations. The CCPA also
provides a private right of action for certain data breaches that is expected to increase data breach litigation. The CCPA may require
us to modify our data practices and policies and to incur substantial costs and expenses in an effort to comply. A new privacy law, the
California Privacy Rights Act (“CPRA”), was approved by California voters in the November 3, 2020 election and is effective
as of January 1, 2023. The CPRA significantly modified the CCPA, resulting in further uncertainty and requiring us to incur additional
costs and expenses in an effort to comply. A number of other states, such as Illinois, Texas, Washington, Virginia, and Colorado, have
implemented, or are considering implementing, their own versions of privacy legislation, which could increase our potential liability
and cause us to incur substantial costs and expenses in an effort to comply and otherwise adversely affect our business. Some of those
laws, including Illinois’ Biometric Information Privacy Act, also provide consumers with a private right of action for certain
violations and large potential statutory damages awards. Recent litigation around these laws has encouraged plaintiffs’ attorneys
to bring additional actions against other targets, and because some of our products employ technology that may be perceived as subject
to these laws, we and our customers may become subject to litigation, government enforcement actions, damages and penalties under these
laws, which could adversely affect our business, results of operations and our financial condition. Further, in March 2017, the U.K.
formally notified the European Council of its intention to leave the E.U. pursuant to Article 50 of the Treaty on the European Union.
The U.K. ceased to be a E.U. Member State on January 31, 2020, but enacted legislation that substantially implements the GDPR and which
provides for substantial penalties in a manner similar to the GDPR (up to the greater of £17.5 million and 4% of our global annual
turnover for the preceding financial year for the most serious violations). It is unclear how the U.K. data protection laws or regulations
will develop in the medium to longer term and how data transfers to and from the U.K. will be regulated. Further, some countries also
are considering or have enacted legislation requiring local storage and processing of data that could increase the cost and complexity
of delivering our services.
We
are also subject to legislation and regulations in India under the Information Technology Act, 2000, and the rules and regulations thereunder,
each as amended from time to time, including the Information Technology (Reasonable Security Practices and Procedures and Sensitive Personal
Data or Information) Rules, 2011 and the Information Technology (Intermediaries Guidelines and Digital Media Ethics Code) Rules, 2021.
Further, the laws and regulations relating to privacy and the collection, storing, sharing, use, disclosure, and protection of certain
types of data in India may continually change as a result of new legislation, amendments to existing legislation, changes in the enforcement
policies and changes in the interpretation of such laws and regulations by the courts or the regulators. For example, the Personal Data
Protection Bill, 2019 (the “PDP Bill”) was introduced to propose a legal framework governing the processing of personal data.
However, the PDP Bill was withdrawn on August 3, 2022. Following this, the Government of India is considering the enactment of the Digital
Personal Data Protection Bill, 2022 on personal data protection for implementing organizational and technical measures in processing
personal data and lays down norms for cross-border transfer of personal data and to ensure the accountability of entities processing
personal data. The enactment of the aforesaid bill may introduce stricter data protection norms for a company such as ours and may impact
our processes. If this or similar legislation is enacted, we may incur additional compliance costs and it may affect us in ways that
we are currently unable to predict.
35
Any
failure or perceived failure by us to comply with our posted privacy policies, our privacy-related obligations to users or other third
parties, or any other legal obligations or regulatory requirements relating to privacy, data protection, or data security, may result
in governmental investigations or enforcement actions, litigation, claims, or public statements against us by consumer advocacy groups
or others and could result in significant liability, cause our users to lose trust in us, and otherwise materially and adversely affect
our reputation and business. Furthermore, the costs of compliance with, and other burdens imposed by, the laws, regulations, other obligations,
and policies that are applicable to the businesses of our users may limit the adoption and use of, and reduce the overall demand for,
our solution. Additionally, if third parties we work with violate applicable laws, regulations or contractual obligations, such violations
may put our users’ data at risk, could result in governmental investigations or enforcement actions, fines, litigation, claims,
or public statements against us by consumer advocacy groups or others and could result in significant liability, cause our users to lose
trust in us, and otherwise materially and adversely affect our reputation and business. Further, public scrutiny of, or complaints about,
technology companies or their data handling or data protection practices, even if unrelated to our business, industry or operations,
may lead to increased scrutiny of technology companies, including us, and may cause government agencies to enact additional regulatory
requirements, or to modify their enforcement or investigation activities, which may increase our costs and risks.
***Failure
to comply with anti-corruption and anti-money laundering laws, including the FCPA and similar laws associated with our activities outside
of the United States, could subject us to penalties and other adverse consequences.***
We
are subject to the FCPA, the U.S. domestic bribery statute contained in 18 U.S.C. § 201, the U.S. Travel Act, the USA PATRIOT Act,
the U.K. Bribery Act of 2010, the Indian Prevention of Corruption Act of 1988 and possibly other anti-bribery and anti-money laundering
laws in countries where we conduct activities. We face significant risks if we fail to comply with the FCPA and other anti-corruption
laws that prohibit companies and their employees and third-party intermediaries from authorizing, offering, or providing, directly or
indirectly, improper payments or benefits to foreign government officials, political parties, and private-sector recipients for the purpose
of obtaining or retaining business, directing business to any person, or securing any improper advantage. Anti-corruption and anti-bribery
laws have been enforced aggressively in recent years and are interpreted broadly. In many foreign countries, particularly in countries
with developing economies, it may be a local custom that businesses engage in practices that are prohibited by the FCPA or other applicable
laws and regulations. In addition, we use third parties to sell subscriptions to our solution and conduct our business abroad. We or
our third-party intermediaries may have direct or indirect interactions with officials and employees of government agencies or state-owned
or affiliated entities, and we can be held liable for the corrupt or other illegal activities of these third-party intermediaries, our
employees, representatives, contractors, partners, and agents, even if we do not explicitly authorize such activities. Similarly, some
of our customers may be state-owned, in each case exposing us to additional potential risks.
These
laws also require that we keep accurate books and records and maintain internal controls and compliance procedures designed to prevent
any such activities. While we have policies and procedures to address such laws, we cannot assure you that none of our employees or third-party
intermediaries will take actions in violation of our policies and applicable law, for which we may be ultimately held responsible.
Any
violation of the FCPA, other applicable anti-corruption laws, or anti-money laundering laws could result in whistleblower complaints,
adverse media coverage, investigations, severe criminal or civil sanctions and suspension or debarment from government contracts, which
could have an adverse effect on our reputation, business, financial condition, results of operations, and prospects. In addition, responding
to any enforcement action may result in a significant diversion of management’s attention and resources and significant defense
costs and other fees for professionals and/or consultants.
***We
are subject to stringent and changing privacy and data security laws, regulations, and standards related to data privacy and security.
Our actual or perceived failure to comply with such obligations could harm our reputation, subject us to significant fines and liability,
or adversely affect our business.***
In
the U.S., insurance companies are subject to the privacy provisions of the federal Gramm-Leach-Bliley Act and the National Association
of Insurance Commissioners (“NAIC”) Insurance Information and Privacy Protection Model Act, to the extent adopted and implemented
by various state legislatures and insurance regulators. The regulations implementing these laws require insurance companies to disclose
their privacy practices to consumers, allow them to opt-in or opt-out, depending on the state, of the sharing of certain personal information
with unaffiliated third parties, and require them to maintain certain security controls to protect information in their possession. Violators
of these laws face regulatory enforcement action, substantial civil penalties, injunctions, and in some states, private lawsuits for
damages.
36
Privacy
and data security regulation in the U.S. is rapidly evolving. For example, California recently enacted the CCPA, which became effective
January 1, 2020. The CCPA and related regulations give California residents expanded rights to access and request deletion of their personal
information, opt out of certain personal information sharing, and receive detailed information about how their personal information is
used and shared. The CCPA provides for civil penalties for violations, as well as a private right of action for certain data breaches,
which is expected to increase the volume and success of class action data breach litigation. In addition to increasing its compliance
costs and potential liability, the CCPA’s restrictions on “sales” of personal information may restrict Roadzen’s
use of cookies and similar technologies for advertising purposes. The CCPA excludes information covered by Gramm-Leach-Bliley Act, the
Driver’s Privacy Protection Act, the Fair Credit Reporting Act (the “California Financial Information Privacy Act”)
from the CCPA’s scope, but the CCPA’s definition of “personal information” is broad and may encompass other information
that Roadzen maintains. Some observers have noted that the CCPA could mark the beginning of a trend toward more stringent privacy legislation
in the U.S., and multiple states have enacted or proposed similar laws. There is also discussion in Congress of new comprehensive federal
data protection and privacy law to which Roadzen likely would be subject if it is enacted.
In
addition, California voters approved the November 2020 ballot measure which will enact the CPRA, substantially expanding the requirements
of the CCPA. As of January 1, 2023, the CPRA gives consumers the ability to limit use of precise geolocation information and other categories
of information classified as “sensitive” and add e-mail addresses and passwords to the list of personal information that,
if lost or breached, would give the affected consumers the right to bring private lawsuits. The law increases the maximum penalties threefold
for violations concerning consumers under age 16, and establish the California Privacy Protection Agency to implement and enforce the
new law, as well as impose administrative fines. The effects of the CCPA, CPRA and other similar state or federal laws are potentially
significant and may require us to modify our data processing practices and policies, incur substantial compliance costs and subject us
to increased potential liability.
In
the E.U. we face particular privacy, data security, and data protection risks in connection with requirements of the GDPR 2016/679 and
other data protection regulations. Among other stringent requirements, the GDPR restricts transfers of data outside of the E.U. to countries
deemed to lack adequate privacy protections (such as the U.S.), unless an appropriate safeguard specified by the GDPR is implemented.
A July 16, 2020 decision of the Court of Justice of the European Union invalidated a key mechanism for lawful data transfer to the U.S.
and called into question the viability of its primary alternative. As such, the ability of companies to lawfully transfer personal data
from the E.U. to the U.S. is presently uncertain. Other countries have enacted or are considering enacting similar cross-border data
transfer rules or data localization requirements. These developments could limit the Company’s ability to deliver its products
in the E.U. and other foreign markets. In addition, any failure or perceived failure to comply with these rules may result in regulatory
fines or penalties including orders that require us to change the way Roadzen processes data.
Additionally,
we are subject to the terms of its privacy policies, privacy-related disclosures, and contractual and other privacy-related obligations
to our customers and other third parties. Any failure or perceived failure by us or third parties Roadzen works with to comply with these
policies, disclosures, and obligations to customers or other third parties, or privacy or data security laws may result in governmental
or regulatory investigations, enforcement actions, regulatory fines, criminal compliance orders, litigation or public statements against
Roadzen by consumer advocacy groups or others, and could cause customers to lose trust in us, all of which could be costly and have an
adverse effect on our business.
37
***We
rely on some mobile applications to execute our business strategy. Government regulation of the Internet and the use of mobile applications
in particular is evolving, and unfavorable changes could seriously harm our business.***
Roadzen
relies on some mobile application to execute components of its business strategy. Roadzen is subject to general business regulations
and laws as well as federal and state regulations and laws specifically governing the Internet and the use of mobile applications in
particular. Existing and future laws and regulations may impede the growth of the Internet or other online services, and increase the
cost of providing online services. These regulations and laws may involve taxes, tariffs, privacy and data security, anti-spam, content
protection, electronic contracts and communications, electronic signatures and consents, consumer protection and social media marketing.
It is at times not clear how existing laws governing issues such as property ownership, sales and other taxes and consumer privacy apply
to the Internet and the use of mobile applications in particular, as the vast majority of these laws were adopted prior to the advent
of the Internet and the use of mobile applications and do not contemplate or address the unique issues raised by the Internet. It is
possible that general business regulations and laws, or those specifically governing the Internet and the use of mobile applications
in particular, may be interpreted and applied in a manner that is inconsistent from one jurisdiction to another and may conflict with
other rules or our practices. Roadzen cannot be sure that its practices have complied, currently comply, or will comply fully with all
such laws and regulations. Any failure, or perceived failure, by it to comply with any of these laws or regulations could result in damage
to its reputation, a loss in business and proceedings or actions against it by governmental entities or others. Any such proceeding or
action could hurt its reputation, force it to spend significant amounts in defense of these proceedings, distract its management, increase
its costs of doing business and decrease the use of its mobile application or website by consumers and suppliers and may result in the
imposition of monetary liability. Roadzen may also be contractually liable to indemnify and hold harmless third parties from the costs
or consequences of non-compliance with any such laws or regulations.
***Changes
in, or violations by us or our customers of, applicable government regulations could reduce demand for or limit our ability to provide
our software and services in those jurisdictions.***
Our
automotive insurance industry customers are subject to extensive government regulations, mainly at the state level in the U.S. and at
the country level in our non-U.S. markets. Some of these regulations relate directly to our software and services, including regulations
governing the use of total loss and photo estimating software. If our insurance company customers fail to comply with new or existing
insurance regulations, including those applicable to our services, they could lose their certifications to provide insurance and/or reduce
their usage of our software and services, either of which would reduce our revenues. If our products or services are found to be defective,
we could be liable to them. In addition, future regulations could force us to implement costly changes to our software and/or databases
or have the effect of prohibiting or rendering less valuable one or more of our offerings. Also, we are subject to direct regulation
in some markets, and our failure to comply with these regulations could significantly reduce our revenues or subject us to government
sanctions.
***We
may have exposure to greater than anticipated tax liabilities and may be affected by changes in tax laws or interpretations, any of which
could adversely impact our results of operations.***
Roadzen
and its subsidiaries are expected to be subject to income taxes in the United States and various jurisdictions outside of the United
States. Our effective tax rate could fluctuate due to changes in the mix of earnings and losses in countries with differing statutory
tax rates. Moreover, our tax position could also be impacted by changes in accounting principles, changes in U.S. federal, state or international
tax laws applicable to corporate multinationals, other fundamental law changes currently being considered by many countries, including
the United States, and changes in taxing jurisdictions’ administrative interpretations, decisions, policies, and positions. Any
of the foregoing changes could have a material adverse impact on our results of operations, cash flows, and financial condition. For
example, the Inflation Reduction Act of 2022 (the “IRA”) was signed into law on August 16, 2022 and imposes a minimum tax
on certain corporations with book income of at least $1 billion, subject to certain adjustments, and a 1% excise tax on certain stock
buybacks (including certain redemptions) and similar corporate actions. Any of these or similar developments or changes in U.S. federal,
state or non-U.S. tax laws or tax rulings could adversely affect our effective tax rate and our operating results.
***We
may in the future be obligated to pay income tax in India.***
We
must certify annually that we are not an Indian domiciled company for Indian income tax purposes. Establishing that we are not an Indian
domiciled company requires an evaluation of certain parameters and conducting certain tests to the satisfaction of the tax authorities
in India. There is a risk that now or at some point in the future, we will not be able to satisfy the requirements of the tax authorities
in India. If we were unable to meet these requirements, we would be considered an Indian domiciled company by the tax authorities in
India and would consequently incur income tax charges in India.
38
***We
do not hold a controlling equity interest in our Chinese subsidiary and rely on contractual and governance arrangements for consolidation, which may
be less effective than direct ownership and may be challenged under PRC law.***
Effective
April 1, 2025, we began consolidating the financial results of Daokang (Beijing) Data Science Company Limited (“Daokang”),
a company organized under the laws of the People’s Republic of China (the “PRC”), as a variable interest entity (“VIE”)
under U.S. generally accepted accounting principles. We hold a 34.5% equity interest in Daokang and consolidate its results based on
a combination of board, governance, and management rights, including a tiebreaking vote in the event of a deadlock and sole authority
to designate Daokang’s Chief Executive Officer. These arrangements may not be as effective as direct equity ownership in providing
operational control. If the other shareholders of Daokang, the directors designated by them, or the Daokang Chief Executive Officer fail
to act in accordance with our instructions, fail to perform their obligations under these arrangements, or contest the validity or enforceability
of these arrangements, we may be required to incur substantial costs to enforce our rights, and we may be unable to do so in a timely
manner or at all. The PRC legal system is based on written statutes, and prior court decisions have limited precedential value. Uncertainties
in the PRC legal system could limit our ability to enforce these arrangements, and any such failure could materially and adversely affect
our business, financial condition, results of operations, and the value of our securities.
***Changes
in PRC laws, regulations, or government policies, or actions by PRC regulatory authorities, could materially affect Daokang’s operations
and our ability to consolidate Daokang’s financial results.***
The
PRC government has broad authority to regulate companies operating in the PRC, including in areas relating to data, cybersecurity, foreign
investment, anti-monopoly review, and the structure of overseas-listed issuers with PRC operations. The PRC government has in recent
years adopted or proposed a number of measures that may affect companies with operations in the PRC, including the Cybersecurity Law,
the Data Security Law, the Personal Information Protection Law, measures of the Cyberspace Administration of China relating to cybersecurity
review and cross-border data transfers, and the China Securities Regulatory Commission’s (“CSRC”) Trial Administrative
Measures of the Overseas Securities Offering and Listing by Domestic Companies that took effect on March 31, 2023. The interpretation
and enforcement of these laws and regulations remain subject to substantial uncertainty. If the PRC government determines that our consolidation
of Daokang, the contractual and governance arrangements relating to Daokang, or any of Daokang’s business activities are not in
compliance with applicable PRC laws and regulations, or if these laws and regulations change or are interpreted differently in the future,
we could be required to restructure our arrangements with Daokang, deconsolidate Daokang, divest our interest in Daokang, or take other
actions that could result in significant disruption to our business and a material and adverse impact on our financial condition and
results of operations. We may also be required to obtain permissions or approvals from PRC regulatory authorities, including the CSRC
and the Cyberspace Administration of China, in connection with our existing or future operations or capital markets activities, and we
cannot assure investors that we will be able to obtain such permissions or approvals in a timely manner, or at all.
***The
Holding Foreign Companies Accountable Act and related developments could result in our securities being prohibited from trading in the
United States if the Public Company Accounting Oversight Board is unable to inspect our auditors.***
The
Holding Foreign Companies Accountable Act, as amended (the “HFCAA”), and related rules adopted by the U.S. Securities and
Exchange Commission and the Public Company Accounting Oversight Board (the “PCAOB”) provide that if the PCAOB is unable to
inspect or investigate completely an auditor that has issued an audit report for a U.S.-listed issuer for two consecutive years, the
issuer’s securities will be prohibited from trading on a U.S. national securities exchange or in the over-the-counter market. In
December 2022, the PCAOB announced that it had secured access to inspect and investigate registered public accounting firms headquartered
in mainland China and Hong Kong; however, the PCAOB has indicated that this determination is subject to ongoing reassessment and could
be reversed if obstructions to its access arise. If the PCAOB in the future is unable to conduct full inspections or investigations of
any audit firm that performs audit work in connection with Daokang’s financial statements, or of our principal auditor to the extent
any portion of its work is performed in the PRC or Hong Kong, our securities could become subject to a trading prohibition under the
HFCAA, and the market price and liquidity of our securities could be materially and adversely affected.
39
***Restrictions
on the movement of cash into and out of the PRC may limit our ability to use Daokang’s cash flows to fund our operations or meet
our obligations*.**
The
PRC government imposes controls on the convertibility of the Renminbi into foreign currencies and the remittance of currency out of the
PRC. Daokang’s revenue is generated in Renminbi, and Daokang is subject to PRC laws and regulations governing dividend distributions,
statutory reserve requirements, foreign exchange administration, and withholding tax on payments to non-PRC affiliates. As a result,
our ability to access cash generated by Daokang to fund operations at our holding company or other subsidiaries, to service indebtedness,
or to make distributions to our shareholders may be limited, delayed, or subject to additional taxation. In addition, the contractual
and governance arrangements through which we consolidate Daokang may further constrain the timing or manner in which we are able to access
Daokang’s cash flows. Any inability to move cash out of the PRC efficiently, or any change in PRC laws or regulations affecting
cash transfers, could adversely affect our liquidity, capital structure, and ability to meet our obligations.
***The
accounting for our consolidation of Daokang involves significant judgment and estimates, and adjustments during the measurement period
or in future periods could materially affect our reported results.***
The
accounting for our consolidation of Daokang, including the determination that we are the primary beneficiary of Daokang for accounting
purposes, the remeasurement of our previously held equity interest, the recognition and measurement of identifiable assets acquired and
liabilities assumed, and the recognition of any goodwill or bargain purchase gain, involves the application of significant judgment and
the use of estimates regarding fair value. The initial accounting may be recorded on a provisional basis and is subject to adjustment
during the measurement period. Subsequent changes in facts and circumstances, including changes in the contractual or governance arrangements,
the loss of any of the rights on which our consolidation conclusion is based, or a determination that Daokang is no longer a variable
interest entity or that we are no longer its primary beneficiary, could require us to deconsolidate Daokang or to reassess the carrying
value of related assets and liabilities, any of which could have a material effect on our financial position and results of operations.
In addition, the carrying value of any goodwill or long-lived assets recognized in connection with the consolidation will be subject
to impairment testing, and the prior impairment of our investment in Daokang as of March 31, 2025 reflects the historical difficulty
we have experienced in obtaining reliable financial information from Daokang.
**Risks
Relating to Intellectual Property**
***Failure
to protect our intellectual property could adversely impact our business and results of operations.***
Our
success depends in part on our ability to enforce and defend our intellectual property rights. We rely upon a combination of trademark,
trade secret, copyright, patent and unfair competition laws, as well as license agreements and other contractual provisions, to do so.
In
the future we may file patent applications related to certain of our innovations. We do not know whether those patent applications will
result in the issuance of a patent or whether the examination process will require us to narrow our claims. In addition, we may not receive
competitive advantages from the rights granted under our patents and other intellectual property. Our existing patents and any patents
granted to us or that we otherwise acquire in the future, may be contested, circumvented or invalidated, and we may not be able to prevent
third parties from infringing these patents. The validity, enforceability, scope and effective term of patents can be highly uncertain
and often involve complex legal and factual questions and proceedings that vary based on the local law of the relevant jurisdiction.
Our ability to enforce our patents also depends on the laws of individual countries and each country’s practice with respect to
enforcement of intellectual property rights. Patent protection must be obtained on a jurisdiction-by-jurisdiction basis, and we only
pursue patent protection in countries where we think it makes commercial sense for the given product. In addition, if we are unable to
maintain our existing license agreements or other agreements pursuant to which third parties grant us rights to intellectual property,
including because such agreements terminate, our financial condition and results of operations could be materially adversely affected.
Therefore, the extent of the protection afforded by these patents cannot be predicted with certainty. In addition, given the costs, effort,
risks and downside of obtaining patent protection, including the requirement to ultimately disclose the invention to the public, we may
choose not to seek patent protection for certain innovations; however, such patent protection could later prove to be important to our
business.
40
Patent
law reform in the U.S. and other countries may also weaken our ability to enforce our patent rights, or make such enforcement financially
unattractive. For instance, in September 2011, the U.S. enacted the Leahy-Smith America Invents Act, which permits enhanced third-party
actions for challenging patents and implements a first-to-file system. Further, the U.S. Supreme Court’s 2014 decision in Alice
v. CLS Bank made it easier to invalidate software patents. These legal changes could result in increased costs to protect our intellectual
property or limit our ability to obtain and maintain patent protection for our products in these jurisdictions.
We
also rely on several registered and unregistered trademarks to protect our brand. We have pursued and will pursue the registration of
trademarks, logos and service marks in the U.S. and internationally; however, enforcing rights against those who knowingly or unknowingly
dilute or infringe our brands can be difficult. There can be no assurance that the steps we have taken and will take to protect our proprietary
rights in our brands and trademarks will be adequate or that third parties will not infringe, dilute or misappropriate our brands, trademarks,
trade dress or other similar proprietary rights. Competitors may adopt service names similar to ours or use confusingly similar terms
as keywords in Internet search engine advertising programs, thereby impeding our ability to build brand identity and possibly creating
confusion in the marketplace. In addition, trade name or trademark infringement claims could be brought against us by owners of other
registered trademarks or trademarks that incorporate variations of our trademarks. Any claims or customer confusion related to our trademarks
could damage our reputation and brand and adversely impact our business and results of operations.
We
attempt to protect our intellectual property, technology and confidential information by generally requiring our employees, contractors,
and consultants to enter into confidentiality and assignment of inventions agreements and third parties to enter into nondisclosure agreements,
all of which offer only limited protection. These agreements may not effectively prevent, or provide an adequate remedy in the event
of unauthorized use or disclosure of our confidential information, intellectual property or technology. Despite our efforts to protect
our confidential information, intellectual property, and technology, unauthorized third parties may gain access to our confidential proprietary
information, develop and market solutions similar to ours, or use trademarks similar to ours, any of which could materially impact our
business and results of operations. In addition, others may independently discover our trade secrets and confidential information, and
in such cases, we could not assert any trade secret rights against such parties. Existing U.S. federal, state and international intellectual
property laws offer only limited protection. The laws of some foreign countries do not protect our intellectual property rights to as
great an extent as the laws of the U.S., and many foreign countries do not enforce these laws as diligently as governmental agencies
and private parties in the U.S. More broadly, enforcing intellectual property protections outside the U.S., including in some countries
we operate in, can be more challenging than enforcement in the U.S. The Company takes certain actions when operating in countries where
protection of IP, technology and confidential information, is not as well protected, including steps such as preventing placing sensitive
IP in such countries, as an example. Moreover, policing our intellectual property rights is difficult, costly and may not always be effective.
From time to time, legal action by us may be necessary to enforce our patents and other intellectual property rights, to protect our
trade secrets, to determine the validity and scope of the intellectual property rights of others or to defend against claims of infringement
or invalidity. Even if we are successful in defending our claims, litigation could result in substantial costs and diversion of resources
and could negatively affect our business, reputation, results of operations and financial condition. To the extent that we seek to enforce
our rights, we could be subject to claims that an intellectual property right is invalid, otherwise not enforceable, or is licensed to
the party against whom we are pursuing a claim. In addition, our assertion of intellectual property rights may result in the other party
seeking to assert alleged intellectual property rights or assert other claims against us, which could adversely impact our business.
If we are not successful in defending such claims in litigation, we may not be able to sell or license a particular solution due to an
injunction, or we may have to pay damages that could, in turn, adversely impact our results of operations. In addition, governments may
adopt regulations, or courts may render decisions, requiring compulsory licensing of intellectual property to others, or governments
may require that products meet specified standards that serve to favor local companies. Our inability to enforce our intellectual property
rights under these circumstances may adversely impact our competitive position and our business. If we are unable to protect our technology
and to adequately maintain and protect our intellectual property rights, we may find ourselves at a competitive disadvantage to others
who need not incur the additional expense, time and effort required to create the innovative solutions that have enabled us to be successful
to date.
41
***There
can be no assurance that our patents or patent applications will be enforceable or otherwise upheld as valid.***
Any
patents, trademarks, or other intellectual property rights that we have obtained or may obtain may be challenged by others or invalidated,
circumvented, abandoned or lapse. As of March 31, 2026, we had no U.S. trademarks or pending applications, and we had seven registered
non-U.S. trademarks and one pending non-U.S. trademark applications.
As
of March 31, 2026, we had no U.S. patents and pending applications, and nine registered non-U.S. patents, one registered non-U.S.
design patent and five pending non-U.S. patent applications. There can be no assurance that our patent applications will result in
issued patents. Even if we continue to seek patent protection in the future, we may be unable to obtain further patent protection
for our technology. There can also be no assurance that our patents or application will be equally enforceable or otherwise
protected by the laws of non-U.S. jurisdictions.
In
addition, given the costs, effort, risks and downside of obtaining patent protection, including the requirement to ultimately disclose
the invention to the public, we may choose not to seek patent protection for certain innovations; however, such patent protection could
later on prove to be important to our business. Further, any patents may not provide us with competitive advantages, or may be successfully
challenged by third parties. Furthermore, legal standards relating to the validity, enforceability, and scope of protection of intellectual
property rights are uncertain.
***We
may enter into joint ventures, collaborations or sponsored developments for intellectual property and, as a result, some of our intellectual
property may, in the future, be jointly owned by third parties.***
Engagement
in any type of intellectual property collaboration agreement requires diligent management of intellectual property rights. Other than
in specific, limited circumstances, such as a joint venture we are party to in India where we have majority ownership of the joint venture
entity. Roadzen does not currently engage in joint ventures, collaborations or sponsored development agreements. Should Roadzen decide
to pursue such agreements in future, the development of joint intellectual property would create additional administrative and financial
burdens, and may place Roadzen at heightened risk of disputes or litigation regarding ownership, maintenance or enforcement of such joint
intellectual property.
***Assertions
by third parties of infringement or other violation by us of their intellectual property rights could result in significant costs and
substantially harm our business and results of operations.***
The
Insurtech industry is characterized by the existence of a large number of patents and frequent claims and related litigation regarding
patents and other intellectual property rights. In particular, leading companies in the technology industry own large numbers of patents,
copyrights, trademarks and trade secrets, which they may use to assert claims against us. From time to time, third parties holding such
intellectual property rights, including companies, competitors, patent holding companies, customers and/or non-practicing entities, may
assert patent, copyright, trademark or other intellectual property claims against us, our customers and partners, and those from whom
we license technology and intellectual property.
Although
we believe that our solutions do not infringe upon the intellectual property rights of third parties, any such assertions may require
us to enter into royalty arrangements or result in costly litigation, or result in us being unable to use certain intellectual property.
Infringement assertions by third parties may involve patent holding companies or other patent owners who have no relevant product revenue,
and therefore our own issued and pending patents may provide little or no deterrence to these patent owners in bringing intellectual
property rights claims against us.
If
we are forced to defend against any infringement or misappropriation claims, whether they are with or without merit, are settled out
of court, or are determined in our favor, we may be required to expend significant time and financial resources on the defense of such
claims. Regardless of the merits or eventual outcome, such a claim could adversely impact our brand and business. Furthermore, an adverse
outcome of a dispute may require us to pay damages, potentially including treble damages and attorneys’ fees, if we are found to
have willfully infringed a party’s intellectual property; cease making, licensing or using our solutions that are alleged to infringe
or misappropriate the intellectual property of others; expend additional development resources to redesign our solutions; enter into
potentially unfavorable royalty or license agreements in order to obtain the right to use necessary technologies or works; and to indemnify
our partners, customers and other third parties. Any of these events could adversely impact our business, results of operations and financial
condition.
42
***Confidentiality
agreements with employees and others may not adequately prevent disclosure of trade secrets and other proprietary information.***
To
protect our trade secrets, confidential information and distribution of our proprietary information, we generally enter into confidentiality,
non-compete, proprietary, and invention assignment agreements with our employees and consultants and enter into confidentiality agreements
with other parties. We also have entered into confidentiality agreements to protect our confidential information delivered to third parties
for research and other purposes. No assurance can be given that these agreements will be effective in controlling access to trade secrets,
confidential information and distribution of our proprietary information, especially in certain U.S. states and countries that are less
willing to enforce such agreements. Further, these agreements may not prevent our competitors from independently developing technologies
that are substantially equivalent or superior to our products. In addition, others may independently discover our trade secrets and confidential
information, and in such cases we could not assert any trade secret rights against such parties. Costly and time-consuming litigation
could be necessary to enforce and determine the scope of our trade secret rights and related confidentiality and nondisclosure provisions,
and failure to obtain or maintain trade secret protection, or our competitors’ obtainment of our trade secrets or independent development
of unpatented technology similar to ours or competing technologies, could adversely affect our competitive business position.
In
order to protect our intellectual property rights and proprietary technology, we may be required to spend significant resources to monitor
and protect our intellectual property rights. Litigation may be necessary in the future to enforce our intellectual property rights and
to protect our trade secrets. Litigation brought to protect and enforce our intellectual property rights could be costly, time-consuming,
and distracting to management, and could result in the impairment or loss of portions of our intellectual property. Further, our efforts
to enforce our intellectual property rights may be met with defenses, counterclaims, and countersuits attacking the validity and enforceability
of our intellectual property rights. Our inability to protect our intellectual property rights and proprietary technology against unauthorized
copying or use, as well as any costly litigation or diversion of our management’s attention and resources, could delay further
sales or the implementation of our products, impair the functionality of our products, delay introductions of new products, result in
our substituting inferior or more costly technologies into our products, or injure our brand and reputation.
***Our
exposure to risks associated with the use of intellectual property may be increased as a result of acquisitions.***
Our
exposure to risks associated with the use of intellectual property may be increased as a result of acquisitions, as we have a lower level
of visibility into the development process with respect to acquired technology or the care taken to safeguard against infringement risks.
Third parties may make infringement and similar or related claims after we have acquired technology that had not been asserted prior
to our acquisition.
Any
of these results could harm our business, results of operations and financial condition. These risks have been amplified by the increase
in third parties whose sole or primary business is to assert such claims.
***Our
use of open source software could negatively affect our ability to sell subscriptions and subject us to possible litigation.***
Few
of the licenses applicable to open source software have been interpreted by courts, and there is a risk that these licenses could be
construed in a manner that could impose unanticipated conditions or restrictions on our ability to commercialize our solution or other
products we may develop in the future. We also rely upon third-party, non-employee contractors to perform certain development services
on our behalf, and we cannot be certain that such contractors will comply with our review processes or not incorporate software code
made available under open source licenses into our proprietary code base.
We
may be found to have used open source software in our software in a manner that is inconsistent with the terms of the applicable license
or our current policies and procedures. For example, certain kinds of open source licenses may require that any person who creates a
product or service that contains, links to, or is derived from software that was subject to an open source license must also make their
own product or service subject to the same open source license. If these requirements are found to apply to our products and we fail
to comply with them, we may be subject to certain requirements, including requirements that we offer additional portions of our solutions
for no cost, that we make available additional source code for modifications or derivative works we create based upon, incorporating
or using the open source software, and that we license such modifications or derivative works under the terms of applicable open source
licenses.
43
If
an author or other third party that distributes such open source software were to allege that we had not complied with the conditions
of one or more of these licenses, we could be required to incur significant legal expenses defending against such allegations and could
be subject to significant damages, enjoined from the sale of our products that contained the open source software, or required to comply
with onerous conditions or restrictions on these products, which could disrupt the distribution and sale of these products. In addition,
there have been claims challenging the ownership rights in open source software against companies that incorporate open source software
into their products, and the licensors of such open source software provide no warranties or indemnities with respect to such claims.
Moreover, we cannot assure you that our processes for controlling our use of open source software in our solution will be effective.
In any of these events, we and our customers could be required to seek licenses from third parties in order to continue offering our
products, to re-engineer our products, or to discontinue the sale of our products in the event re-engineering cannot be accomplished
on a timely basis. We and our customers may also be subject to suits by parties claiming infringement, misappropriation or violation
due to the reliance by our solutions on certain open source software, and such litigation could be costly for us to defend or subject
us to an injunction.
Some
open source projects provided on an “as-is” basis have known vulnerabilities and architectural instabilities which, if used
in our product and not properly addressed, could negatively affect the security or performance of our product. Any of the foregoing could
require us to devote additional research and development resources to re-engineer our solutions, could result in customer dissatisfaction,
and may adversely affect our business, financial condition, and results of operations.
***Some
of our services and technologies use “open source” software, which may restrict how we use or distribute our services or
require that we release the source code of certain products subject to those licenses.***
Some
of our services and technologies incorporate software licensed under so-called “open source” licenses. In addition to risks
related to license requirements, usage of open source software can lead to greater risks than use of third-party commercial software,
as open source licensors generally do not provide warranties or controls on origin of the software. Additionally, some open source licenses
require that source code subject to the license be made available to the public and that any modifications or derivative works to open
source software continue to be licensed under open source licenses. These open source licenses typically mandate that proprietary software,
when combined in specific ways with open source software, become subject to the open source license. If we combine our proprietary software
with open source software, we could be required to release the source code of our proprietary software.
We
take steps to ensure that our proprietary software is not combined with, and does not incorporate, open source software in ways that
would require our proprietary software to be subject to many of the restrictions in an open source license. However, few courts have
interpreted open source licenses, and the manner in which these licenses may be interpreted and enforced is therefore subject to some
uncertainty. Additionally, we rely on our technology team of 86 professionals that includes software programmers, data scientists and
design team to develop our proprietary technologies, and although we take steps to prevent our programmers from including objectionable
open source software in the technologies and software code that they design, write and modify, we do not exercise complete control over
the development efforts of our programmers and we cannot be certain that our programmers have not incorporated such open source software
into our proprietary products and technologies or that they will not do so in the future. In the event that portions of our proprietary
technology are determined to be subject to an open source license, we could be required to publicly release the affected portions of
our source code, re-engineer all or a portion of our technologies, or otherwise be limited in the licensing of our technologies, each
of which could reduce or eliminate the value of our services and technologies and materially and adversely affect our business, results
of operations, and prospects.
In
the past, companies that have incorporated open source software into their products have faced claims challenging the ownership of open
source software or compliance with open source license terms. Accordingly, we could be subject to suits by parties claiming ownership
of what we believe to be open source software or claiming noncompliance with open source licensing terms.
44
***Indemnity
provisions in various agreements potentially expose us to substantial liability for intellectual property infringement, misappropriation,
violation, and other losses.***
Our
agreements with customers and other third parties have in some cases included indemnification provisions under which we agree to indemnify
them for losses suffered or incurred as a result of claims of intellectual property infringement, misappropriation or violation, damages
caused by us to property or persons, or other liabilities relating to or arising from our solution or other contractual obligations.
Large indemnity payments could harm our business, financial condition, and results of operations. Pursuant to certain agreements, we
do not have a cap on our liability and any payments under such agreements would harm our business, financial condition, and results of
operations. Although we normally contractually limit our liability with respect to some of these indemnity obligations, we may still
incur substantial liability related to them. Any dispute with a customer with respect to such obligations could have adverse effects
on our relationship with that customer and other existing customers and new customers and harm our business and results of operations.
***We
may become subject to intellectual property disputes, which are costly and may subject us to significant liability and increased costs
of doing business.***
Third
parties have claimed and may in the future claim that our operations and applications infringe their intellectual property rights, and
such claims have resulted and may result in legal claims against our customers and us. These claims may damage our brand and reputation,
harm our customer relationships, and result in liability for us. We expect the number of such claims will increase as the number of applications
and the level of competition in our market grows, the functionality of our solution overlaps with that of other products and services,
and the volume of issued patents and patent applications continues to increase. We have agreed in various agreements to indemnify customers
for expenses or liabilities they incur as a result of third-party intellectual property infringement claims associated with our solution.
To the extent that any claim arises as a result of third-party technology we use in our solution, we may be unable to recover from the
appropriate third party any expenses or other liabilities that we incur.
Companies
in the software and technology industries, including some of our current and potential competitors, own patents, copyrights, trademarks,
and trade secrets and frequently enter into litigation based on allegations of infringement or other violations of intellectual property
rights. In addition, many of these companies have the capability to dedicate substantially greater resources to enforce their intellectual
property rights and to defend claims that may be brought against them than we do. Furthermore, patent holding companies, non-practicing
entities, and other patent owners that are not deterred by our existing intellectual property protections may seek to assert patent claims
against us. Third parties may assert patent, copyright, trademark, or other intellectual property rights against us, our channel partners,
our technology partners, or our customers. We have received notices and been subject to litigation (and we may be subject to litigation
in the future) that claims we have misappropriated, misused, or infringed other parties’ intellectual property rights, and, to
the extent we gain greater market visibility, we face a higher risk of being the subject of intellectual property infringement claims,
which is not uncommon with respect to the enterprise software market. These and other possible disagreements could lead to delays in
the collaborative research, development or commercialization of our systems, or could require or result in costly and time-consuming
litigation that may not be decided in our favor. Any such event could materially and adversely affect our financial condition and results
of operations.
There
may be third-party intellectual property rights, including issued or pending patents, that cover significant aspects of our technologies
or business methods. In addition, if we acquire or license technologies from third parties, we may be exposed to increased risk of being
the subject of intellectual property infringement due to, among other things, our lower level of visibility into the development process
with respect to such technology and the care taken to safeguard against infringement risks. These claims may damage our brand and reputation,
harm our customer relationships, and create liability for us.
Any
intellectual property claims, with or without merit, could be very time-consuming, could be expensive to settle or litigate, and could
divert our management’s attention and other resources. These claims could also subject us to significant liability for damages,
potentially including treble damages if we are found to have willfully infringed patents or copyrights, and may require us to indemnify
our customers for liabilities they incur as a result of such claims. These claims could also result in our having to stop using technology
found to be in violation of a third party’s rights. We might be required to seek a license for the intellectual property, which
may not be available on reasonable terms or at all. Even if a license were available, we could be required to pay significant royalties,
which would increase our operating expenses. Alternatively, we could be required to develop alternative non-infringing technology, which
could require significant time, effort, and expense, and may affect the performance or features of our solution. If we cannot license
or develop alternative non-infringing substitutes for any infringing technology used in any aspect of our business, we would be forced
to limit or stop sales of our solution and may be unable to compete effectively. Any of these results would adversely affect our business
operations and financial condition.
45
**Risks
Relating to Operations in India**
***We
are subject to various labor laws, regulations and standards in India. Non-compliance with and changes in such laws may adversely affect
our business, results of operations and financial condition.***
We
are required to comply with various labor and industrial laws in India and the rules made thereunder (each as amended from time to time),
which include relevant shops and establishment legislations depending on the States of India in which we operate, the Employees State
Insurance Act, 1948, the Employees’ Provident Funds and Miscellaneous Provisions Act, 1952, the Minimum Wages Act, 1948, the Payment
of Bonus Act, 1965, the Equal Remuneration Act, 1976, Maternity Benefit Act, 1961, the Sexual Harassment of Women at Workplace (Prevention,
Prohibition and Redressal) Act, 2013, the Payment of Gratuity Act, 1972, the Industrial Disputes Act, 1947, and the Contract Labour (Regulation
and Abolition) Act, 1970. Because of the complexities of the applicable labor laws in India, we have had prior experiences with lapses
in compliance with applicable labor laws. While past lapses could be attributed to technical lapses and human errors, we are setting
up a system to track and monitor compliance with the regulatory requirements under applicable labor laws. Currently, although there are
no notices or penalty imposed by relevant labor authorities in respect of such lapses, such lapses could result in actions by such authorities,
potentially leading to civil and/or criminal penalties and enforcement actions, which in extreme cases, among things, could lead to revocation
of licenses or registrations to operate our business. In determining the penalties, the discretion of the regulatory agencies in imposing
penalties is generally guided by facts and circumstances of a specific case, particularly, the gravity of the violation and the bona
fide of the parties involved. There can be no assurance that the penalties imposed by the regulator while regularizing such past lapses
will not adversely affect our business or financial conditions.
The
Government of India has notified four labor codes, namely, (i) the Code on Wages, 2019, (ii) the Industrial Relations Code, 2020, (iii)
the Code on Social Security, 2020 and (iv) the Occupational Safety, Health and Working Conditions Code, 2020. While certain provisions
of the Code on Wages, 2019 and the Code on Social Security, 2020 have been brought in force, the effective date of the four labor codes
is yet to be notified, and they shall come into force from such date as may be notified by the Government of India. The new codes, if
implemented, will subsume several separate legislations, and will introduce several new changes, such as introducing a single registration
and license for Indian companies, and provide uniformity in providing social security benefits to employees, which was earlier segregated
under different legislations and had different applicability and coverage. We may incur increased costs and other burdens relating to
compliance with such new requirements, which may also require significant management time and other resources, and any failure to comply
may adversely affect our business, our results of operations and financial condition.
***A
portion of our business and operations are located in India and we are subject to regulatory, economic, social and political uncertainties
in India.***
A
portion of our business and some of our employees are located in India, and we intend to continue to develop and expand our business
in India. Consequently, our financial performance and the market price of our Ordinary Shares may be affected by changes in exchange
rates and controls, interest rates, volatility in and actual or perceived trends in trading activity on India’s principal
stock exchanges, prevailing economic conditions, changes in government policies, including taxation policies and foreign investment
policies, social and civil unrest and other political, social and economic developments in or affecting India. The Government of
India has exercised and continues to exercise significant influence over many aspects of the Indian economy. Since 1991, successive
Indian governments have generally pursued policies of economic liberalization and financial sector reforms, including by
significantly relaxing restrictions on the private sector. Nevertheless, the role of the Indian central and state governments in the
Indian economy as producers, consumers and regulators has remained significant and we cannot assure you that such liberalization
policies will continue. The rate of economic liberalization could change, and specific laws and policies affecting travel service
companies, e-commerce, data, foreign investments, currency exchange rates and other matters affecting investments in India could
change as well or be subject to unfavorable changes, interpretations, or uncertainty, including by reason of limited administrative
or judicial precedents. There can be no assurance that the Government of India may not implement new regulations and policies, which
will require us to obtain approvals and licenses or impose onerous requirements and conditions on our operations. A significant
change in India’s policy of economic liberalization and deregulation or any social or political uncertainties could adversely
affect business, financial condition, results of operations and prospects. Factors that may adversely affect the Indian economy, and
hence our results of operations, may include:
- the macroeconomic climate, including any increase in Indian interest rates or inflation;
46
- any exchange rate fluctuations, the imposition of currency controls and restrictions on the right to convert or repatriate currency or export assets;
- any scarcity of credit or other financing in India, resulting in an adverse effect on economic conditions in India and scarcity of financing for our expansions;
- prevailing income conditions among Indian customers and Indian corporations;
- epidemic, pandemic or any other public health in India or in countries in the region or globally, including in India’s various neighboring countries;
- volatility in, and actual or perceived trends in trading activity on, India’s principal stock exchanges;
- changes in India’s tax, trade, fiscal or monetary policies;
- political instability, terrorism or military conflict in India or in countries in the region or globally, including in India’s various neighboring countries;
- occurrence of natural or man-made disasters;
- prevailing regional or global economic conditions, including in India’s principal export markets;
- other significant regulatory or economic developments in or affecting India or its consumption sector;
- international business practices that may conflict with other customs or legal requirements to which we are subject, including anti-bribery and anti-corruption laws;
- protectionist and other adverse public policies, including local content requirements, import/export tariffs, increased regulations or capital investment requirements;
- logistical and communications challenges;
- difficulty in developing any necessary partnerships with local businesses on commercially acceptable terms or on a timely basis; and
- being subject to the jurisdiction of foreign courts, including uncertainty of judicial processes and difficulty enforcing contractual agreements or judgments in foreign legal systems or incurring additional costs to do so.
Any
slowdown or perceived slowdown in the Indian economy, or in specific sectors of the Indian economy, could adversely affect our business,
results of operations and financial condition and the price of our Ordinary Shares.
The
impact of any changes to Indian legislation on our business cannot be fully determined at this time. Additionally, our business and financial
performance could be adversely affected by unfavorable changes in or interpretations of existing, or the promulgation of new laws, rules
and regulations applicable to us and our business, including those relating to consumer protection and privacy. Such unfavorable changes
could decrease demand for our services and products, increase costs and/or subject us to additional liabilities.
47
***Cross-border
transactions in India are subject to exchange control regulations of India.***
In
India, transactions between residents and non-residents or transactions involving foreign currencies, such as foreign investment into
India, imports and exports of goods and services (including insurance tech licensing or related services), borrowings in foreign currencies,
incurrence of any liabilities in foreign currencies (such as non INR denominated guarantees) and overseas investments by resident Indians
are regulated by the foreign exchange regulations in India, including Foreign Exchange Management Act, 1999, and the rules and regulations
thereunder, each as amended from time to time (“FEMA”). FEMA has classified such transactions into two broad categories:
capital account transactions and current account transactions. Capital account transactions (transactions which alter the assets or liabilities,
including contingent liabilities, outside of India by persons residing in India or assets or liabilities, including contingent liabilities
in India by persons residing outside India) are generally prohibited unless specifically permitted under FEMA, and current account transactions
(transactions other than capital account transactions) are generally permitted unless prohibited or specifically regulated by FEMA. Accordingly,
investments that were made by a non-resident in Roadzen’s Indian subsidiaries/entities were subject to foreign exchange regulations,
which such entities were required under FEMA to report to the Reserve Bank of India. There have been certain lapses in reporting such
investments as required under FEMA, which are currently in the process of being regularized. While past lapses could be attributed to
technical lapses and human errors, we are setting up a system to track and monitor compliance with the regulatory requirements under
applicable laws. Currently, although there are no notices or penalty imposed by the Reserve Bank of India in respect of such lapses,
such lapses could result in actions by the Reserve Bank of India, potentially leading to penalties (including late submission fees) and
enforcement actions (including compounding process for regularization of the violation), which in extreme cases, among things, could
be up to three times the sum involved in such contravention that is the subject matter of violation of the regulatory requirements. In
determining the penalties, the discretion of the regulatory agencies in imposing penalties is generally guided by facts and circumstances
of a specific case, particularly, the gravity of the violation and the bona fide of the parties involved. While such violations can be
regularized under the applicable laws, there can be no assurance that the penalties imposed by the regulator while regularizing such
past lapses will not adversely affect our business or financial conditions.
***The
Business Combination we closed may be scrutinized by the tax authorities in India.***
Under
the Indian Income Tax Act, 1961, as amended from time to time (“Income Tax Act”), income arising directly or indirectly through
the sale of a capital asset, including shares of a company incorporated outside of India, will be subject to tax in India, if such shares
derive, directly or indirectly, their value substantially from assets located in India, whether or not the seller of such shares has
a residence, place of business, business connection, or any other presence in India. Such capital asset (including shares) shall be deemed
to derive value substantially from assets located in India if, on the specified date, the value of the Indian assets exceeds the amount
of INR 100 million and the overseas company derives 50% or more of its overall value from the Indian assets. However, an exception is
available under the Income Tax Act for shareholders who (together with any of their associated enterprises, as defined under Income Tax
Act) neither hold more than 5% of voting power of the share capital in the company nor hold any right of management or control in the
company, at any time in the 12 months preceding the date of transfer. Similarly, the impact of the above indirect transfer provisions
would need to be separately evaluated under the tax treaty scenario of the country of which the shareholder is a tax resident.
If
the indirect transfer tax provisions are applicable, the Company may be required to withhold tax in respect of gains made by respective
transferors at the applicable rate and both transferor and the Company would have to undertake requisite compliances in India.
48
***The
tax authorities in India may determine that we have a Place of Effective Management in India for a specific financial year or a permanent
establishment in India or business connection under the Indian tax regime, a finding of which would subject us to corporate taxation
in India.***
We
face certain risks of being subject to corporate taxation in India. One such risk is that if Indian tax authorities determine that the
Place of Effective Management (“POEM”) for Roadzen is located in India, then its world-wide income will be taxed at 40% (plus
surcharge and cess) in India. The second risk is the risk of “permanent establishment,” which can arise when directors or
officers or agents of the company conduct business on behalf of the company while in India, or where an Indian subsidiary carries out
the business of its non-Indian parent. Such actions may subject the non-Indian entity’s income derived from the business conducted
in India or attributed to India, to being treated as “business income” by the Indian tax authorities and, accordingly, taxed
at 40% (plus surcharge and cess).
While
POEM provisions are described under the Indian domestic tax regime, “permanent establishment” concept and provisions are
generally contained under bilateral double taxation avoidance agreements (“International Tax Treaties”) that India has executed
with multiple countries globally. India does not have an international tax treaty with the British Virgin Islands, but it has an Agreement
for Exchange of Information with respect to taxes with the British Virgin Islands. However, the Income Tax Act contemplates a comparable
concept of “business connection,” which has a much wider scope of taxability than that of the permanent establishment under
an international tax treaty. Business connection is defined to include significant economic presence. A foreign enterprise may set up
a significant economic presence in India if (a) sales from transactions in goods, services or property with any person in India (including
provision of data or software downloads) during the tax year exceed INR 20 million (approximately USD 211,295 based on an exchange rate
of USD 1.00 = INR 94.6543 as of March 31, 2026, or (b) the Company engages in systematic and continuous soliciting of its business activities
or interacts with more than 300,000 Indian users. A significant economic presence may arise even if such foreign enterprise (i) has no
physical place of business or employees in India, (ii) does not render any services in India, and/or (c) does not enter into agreements
in India.
Under
Section 6 of the Income Tax Act, POEM is defined as “a place where key management and commercial decisions that are necessary for
the conduct of the business of an entity as a whole are, in substance, made.” The guidance for determining POEM sets forth certain
tests to determine if a company is engaged in active business outside India. The POEM of a company with active business outside India
is presumed to be outside India if the majority of its board meetings are held outside India in the relevant financial year, subject
to certain caveats contained in the circulars issued by the Central Board of Direct Taxes (“CBDT”), Ministry of Finance,
Government of India. If a company does not qualify as having active business outside India, there is a two-stage process for determining
its POEM. The first stage involves the determination of the people who make key management and commercial decisions for the business
of the company as a whole. The second stage involves a determination of the place where such decisions are in fact being made. To this
end, factors such as whether the company’s head office is located outside India, where the board of directors meets and makes decisions
and whether it delegates any of its authority to senior management for making commercial decisions related to the company, are relevant.
Additionally, Circular 8 of 2017 issued by the CBDT provides an exemption from POEM regulations to any company incorporated outside of
India with revenues of INR 500 million (approximately USD 5.3 million based on an exchange rate of USD 1.00 = INR 94.6543 as of March
31, 2026) or less in a given financial year.
If
it is determined by the Indian tax authorities that the Company will have a POEM in India, it will be subject to tax in India on our
global income and will be subject to all procedural requirements, including filing a tax return in India and complying with certain tax
withholding provisions. The applicable corporate tax rate for a domestic company is 22-30%, however, the Central Board of Direct Taxes,
Ministry of Finance, Government of India, prescribes that a foreign company that is deemed to have a POEM in India will be taxed at a
rate of 40% plus an applicable surcharge and cess (on tax). A surcharge of 2% of the income tax calculated will be applied if the Company’s
total income for any given year exceeds INR 10 million (approximately USD 105,648 based on the exchange rate as of March 31, 2026) but
is less than INR 100 million (approximately USD 1.1 million based on the exchange rate as of March 31, 2026), and a surcharge of 5% of
the income tax calculated will be applied if the Company’s total income exceeds INR 100 million. Additionally, a health and education
cess equal to 4% of income tax as increased by surcharge calculated will be levied).
Alternatively,
if business activities carried out in India by certain persons in their capacity as directors or officers or agents of the Company, the
Company may be determined by the Indian tax authorities to have a business connection in India under the Income Tax Act. Each of Mr.
Rohan Malhotra, who serves as a director and the Chief Executive Officer of the Company, Mr. Ankur Kamboj, who serves as Roadzen’s
Chief Operating Officer, and Mr. Saurav Adhikari, who serves as a director of Roadzen, is an Indian citizen and either resides or spends
a portion of his time every year in India. Their actions in India on behalf of Roadzen, taken as a whole, may lead Indian tax authorities
to determine that Roadzen has a business connection in India. Such a determination may result in taxation of Roadzen’s income,
which is attributable to operations carried on in India, at 40% plus the applicable surcharge and cess.
49
Accordingly,
a finding by the Indian tax authorities that the Company has a POEM or a business connection in India under the Income Tax Act could
have a material adverse effect on our business and results of operations.
Additionally,
some of our subsidiaries are already subject to corporate taxes in India and some are not. If any of our non-Indian subsidiaries conducts
business or provides services in India, or an individual has the authority to enter into and execute contracts on behalf of such non-Indian
subsidiary, and such activities take place in India but do not fall within an exclusion available under the relevant Double Tax Avoidance
Agreement between India and the jurisdiction of incorporation of the non-Indian subsidiary, the non-Indian subsidiary’s income
from such activities would be taxable in India.
**Additional
Risks Relating to Ownership of Our Ordinary Shares**
***Nasdaq
may delist the Company’s securities from trading on its exchange, which could limit investors’ ability to make transactions
in its securities and subject the Company to additional trading restrictions.***
Currently,
our Ordinary Shares are publicly traded on The Nasdaq Global Market. We cannot assure you that our Ordinary Shares will continue to
be listed on The Nasdaq Global Market. In order to continue listing our securities on The Nasdaq Global Market, we will be required
to maintain Continued Listing Requirements as per Rule 5450, including, certain financial, distribution and share price levels,
among others.
If
Nasdaq delists our securities from trading on its exchange and the Company is not able to list its securities on another national securities
exchange, we expect that the securities could be quoted on an over-the-counter market. If this were to occur, we could face significant
material adverse consequences, including:
- a limited availability of market quotations for such securities;
- reduced liquidity for such securities;
- a determination that our Ordinary Shares is a “penny stock” which will require brokers trading in our Ordinary Shares to adhere to more stringent rules and possibly result in a reduced level of trading activity in the secondary trading market for our securities;
- a limited amount of news and analyst coverage; and
- a decreased ability to issue additional securities or obtain additional financing in the future.
The
National Securities Markets Improvement Act of 1996, which is a federal statute, prevents or preempts the states from regulating the
sale of certain securities, which are referred to as “covered securities.” Since our securities are listed on Nasdaq, they
are covered securities. Although the states are preempted from regulating the sale of its securities, the federal statute does allow
the states to investigate companies if there is a suspicion of fraud, and, if there is a finding of fraudulent activity, then the states
can regulate or bar the sale of covered securities in a particular case.
***Our
share price may change significantly and you could lose all or part of your investment as a result.***
The
trading price of our Ordinary Shares is likely to be volatile. The stock market recently has experienced extreme volatility. This volatility
often has been unrelated or disproportionate to the operating performance of particular companies. You may not be able to resell your
shares at an attractive price due to a number of factors such as those listed in “Risks Relating to Roadzen’s Business and
Industry” and the following:
- results of operations that vary from the expectations of securities analysts and investors;
- results of operations that vary from those of our competitors;
50
- the impact of a pandemic such as COVID-19, and its effect on our business and financial conditions;
- changes in expectations as to our future financial performance, including financial estimates and investment recommendations by securities analysts and investors;
- declines in the market prices of stocks generally;
- strategic actions by the Company or its competitors;
- announcements by the Company or its competitors of significant contracts, acquisitions, joint ventures, other strategic relationships or capital commitments;
- any significant change in the Company’s management;
- changes in general economic or market conditions or trends in the Company’s industry or markets;
- changes in business or regulatory conditions, including new laws or regulations or new interpretations of existing laws or regulations applicable to the Company’s business;
- future sales of the Company’s Ordinary Shares or other securities;
- investor perceptions or the investment opportunity associated with the Company’s Ordinary Shares relative to other investment alternatives;
- the public’s response to press releases or other public announcements by the Company or third parties, including the Company’s filings with the SEC;
- litigation involving the Company, the Company’s industry, or both, or investigations by regulators into the Company’s operations or those of the Company’s competitors;
- guidance, if any, that the Company provides to the public, any changes in this guidance or the Company’s failure to meet this guidance;
- the development and sustainability of an active trading market for the Company’s share;
- actions by institutional or activist shareholders;
- changes in accounting standards, policies, guidelines, interpretations or principles; and
- other events or factors, including those resulting from natural disasters, war, acts of terrorism or responses to these events.
These
broad market and industry fluctuations may adversely affect the market price of our Ordinary Shares, regardless of our actual operating
performance. In addition, price volatility may be greater if the public float and trading volume of our Ordinary Shares is low.
In
the past, following periods of market volatility, shareholders have instituted securities class action litigation. If the Company was
involved in securities litigation, it could have a substantial cost and divert resources and the attention of executive management from
the Company’s business regardless of the outcome of such litigation.
51
***Because
there are no current plans to pay cash dividends on our Ordinary Shares for the foreseeable future, you may not receive any return
on investment unless you sell your Ordinary Shares for a price greater than that which you paid for it.***
The
Company intends to retain future earnings, if any, for future operations, expansion and debt repayment and there are no current
plans to pay any cash dividends for the foreseeable future. The declaration, amount and payment of any future dividends on our
Ordinary Shares will be at the sole discretion of the Company’s board of directors. The Company’s board of directors may
take into account general and economic conditions, the Company’s financial condition and results of operations, the
Company’s available cash and current and anticipated cash needs, capital requirements, contractual, legal, tax, and regulatory
restrictions, implications on the payment of dividends by the Company to its shareholders or by its subsidiaries to it and such
other factors as the Company’s board of directors may deem relevant. In addition, the Company’s ability to pay dividends
is limited by covenants of Roadzen’s existing and outstanding indebtedness and may be limited by covenants of any future
indebtedness the Company incurs. As a result, you may not receive any return on an investment in our Ordinary Shares unless you sell
our Ordinary Shares for a price greater than that which you paid for it.
***If
securities analysts do not publish research or reports about the Company’s business or if they downgrade the Company’s share
or the Company’s sector, the Company’s share price and trading volume could decline.***
The
trading market for the Company’s Ordinary Shares will rely in part on the research and reports that industry or financial
analysts publish about the Company or its business. The Company will not control these analysts. In addition, some financial
analysts may have limited expertise with the Company’s model and operations. Furthermore, if one or more of the analysts who
do cover the Company downgrade its shares or industry, or the shares of any of its competitors, or publish inaccurate or unfavorable
research about its business, the price of our shares could decline. If one or more of these analysts ceases coverage of the Company
or fails to publish reports on it regularly, the Company could lose visibility in the market, which in turn could cause its stock
price or trading volume to decline.
***Future
issuances of debt securities and equity securities may adversely affect the Company, including the market price of our Ordinary Shares,
and may be dilutive to existing shareholders.***
There
is no assurance that the Company will not incur debt or issue equity ranking senior to its Ordinary Shares. Those securities will
generally have priority upon liquidation. Such securities also may be governed by an indenture or other instrument containing
covenants restricting its operating flexibility. Additionally, any convertible or exchangeable securities that the Company issues in
the future may have rights, preferences and privileges more favorable than those of its Ordinary Shares. Because the Company’s
decision to issue debt or equity in the future will depend on market conditions and other factors beyond the Company’s
control, it cannot predict or estimate the amount, timing, nature or success of the Company’s future capital raising efforts.
The amount of Ordinary Shares issued in connection with an investment or acquisition could constitute a material portion of the
Company’s then-outstanding shares of Ordinary Shares. Any issuance of additional securities in connection with investments or
acquisitions may result in additional dilution to the Company’s shareholders. As a result, future capital-raising efforts may
reduce the market price of the Company’s Ordinary Shares and be dilutive to existing shareholders.
***Anti-takeover
provisions in the Company’s organizational documents could delay or prevent a change of control.***
The
BVI Companies Act does not currently provide anti-takeover measures, similar to some jurisdictions in the U.S.
Certain
provisions of the Company’s memorandum and articles of association (the “Memorandum and Articles of Association”) may
have an anti-takeover effect and may delay, defer or prevent a merger, acquisition, tender offer, takeover attempt or other change of
control transaction that a shareholder might consider in its best interest, including those attempts that might result in a premium over
the market price for the shares held by the Company’s shareholders.
These
provisions, among other things:
- authorize the Company’s board of directors to issue preference shares in one or more series and to designate the price, rights, preferences, privileges and restrictions of such preference shares without any further vote or action by our shareholders;
- limit the ability of shareholders to requisition and convene general meetings of shareholders;
52
- require advance notice procedures with which shareholders must comply to nominate candidates to the Company’s board of directors or to propose matters to be acted upon at a shareholders’ meeting, which could preclude shareholders from bringing matters before annual or special meetings and delay changes in the Company’s board of directors and also may discourage or deter a potential acquirer from conducting a solicitation of proxies to elect the acquirer’s own slate of directors or otherwise from attempting to obtain control of the Company;
- provide that directors may be removed only for cause and only upon the unanimous approval of all other directors then in office or shareholders representing at least two-thirds (2/3) of the shares entitled to vote at a meeting for the election of directors; and
- permit the Company’s board of directors to fill vacancies created by the expansion of the Company’s board of directors or the resignation, death or removal of a director.
***Roadzen
is a BVI company and, because judicial precedent regarding the rights of members is more limited under BVI law than that under U.S. law,
you may have less protection for your member rights than you would under U.S. law.***
Our
corporate affairs will be governed by the Memorandum and Articles of Association, as amended and restated from time to time, the BVI
Companies Act and the common law of the BVI. The rights of members to take action against the directors, actions by minority members
and the fiduciary responsibilities of the Company’s directors to the Company under BVI law are to a large extent governed by the
common law of the BVI. The common law of the BVI is derived in part from comparatively limited judicial precedent in the BVI as well
as that from English common law, which has persuasive, but not binding, authority on a court in the BVI. The rights of the Company’s
members and the fiduciary responsibilities of its directors under BVI law are not as clearly established as they would be under statutes
or judicial precedent in some jurisdictions in the U.S. In particular, the BVI has a less exhaustive body of securities laws than the
U.S. In addition, some U.S. states, such as Delaware, have more fully developed and judicially interpreted bodies of corporate law than
the BVI. There is no statutory recognition in the BVI of judgments obtained in the U.S., although the courts of the BVI will in certain
circumstances recognize and enforce a non-penal judgment of a foreign court of competent jurisdiction without retrial on the merits.
As a result of all of the above, public members may have more difficulty in protecting their interests in the face of actions taken by
management, members of the board of directors or controlling members than they would as members of a U.S. public company.
***It
may be difficult for you to enforce any judgment obtained in the United States against us, our directors or executive officers or our
affiliates.***
India
has reciprocal recognition and enforcement of judgments in civil and commercial matters with only a limited number of jurisdictions,
such as the United Kingdom; however, no reciprocity has been established with the U.S. In order to be enforceable, a judgment from a
jurisdiction with reciprocity must meet certain requirements of the Indian Code of Civil Procedure, 1908, as amended from time to time
(the “Civil Code”). The Civil Code only permits the enforcement and execution of monetary decrees in the reciprocating jurisdiction,
not being in the nature of any amounts payable in respect of taxes, other charges, fines or penalties. Judgments or decrees from jurisdictions
which do not have reciprocal recognition with India may be enforced in India only by a fresh suit upon the foreign judgment and not by
proceedings in execution. The suit must be brought in India within three (3) years from the date of judgment in the same manner as any
other suit filed to enforce a civil liability in India. Generally, there are considerable delays in the disposal of suits by Indian courts.
It is unlikely that a court in India would award damages on the same basis as a foreign court if an action were to be brought in India.
Furthermore, it is unlikely that an Indian court would enforce foreign judgments if that court was of the view that the amount of damages
awarded was excessive or inconsistent with Indian practice. Some remedies available under the laws of U.S. jurisdictions, including remedies
available under the U.S. federal securities laws, may not be allowed in Indian courts if contrary to public policy in India. A party
seeking to enforce a foreign judgment in India is required to obtain prior approval from the Reserve Bank of India to repatriate any
amount recovered. Any judgment in a foreign currency would be converted into Indian Rupees on the date of the judgment and not on the
date of the payment. We cannot predict whether a suit brought in an Indian court will be disposed of in a timely manner or be subject
to considerable delays.
53
***Because
we are incorporated under the laws of the British Virgin Islands, shareholders may face difficulties in effecting service of legal process,
protecting their interests, and their ability to protect their rights through the U.S. Federal courts may be limited.***
We
are incorporated under the laws of the British Virgin Islands. As a result, it may be difficult for investors to effect service of process
within the United States upon the Company’s directors or officers, or enforce judgments obtained in the United States courts against
the Company’s directors or officers.
The
Company is a British Virgin Islands company and substantially a majority of its assets are located outside of the U.S. A majority of
its current operations are conducted in Europe and India. In addition, some of its directors and officers reside outside the U.S. As
a result, it may be difficult for you to effect service of process within the U.S. or elsewhere upon these persons. It may also be difficult
for you to enforce in Europe, India or British Virgin Islands courts judgments obtained in U.S. courts based on the civil liability provisions
of the U.S. federal securities laws against the Company and its officers and directors, and the majority of whose assets are located
outside of the U.S. It may be difficult or impossible for you to bring an action against the Company in the British Virgin Islands if
you believe your rights under the U.S. securities laws have been infringed. In addition, there is uncertainty as to whether the courts
of the British Virgin Islands, Europe or India would recognize or enforce judgments of U.S. courts against the Company or such persons
predicated upon the civil liability provisions of the securities laws of the U.S. or any state, and it is uncertain whether such British
Virgin Islands, European or Indian courts would hear original actions brought in the British Virgin Islands, Europe or India against
the Company or such persons predicated upon the securities laws of the U.S. or any state.
There
is no statutory recognition in the British Virgin Islands of judgments obtained in the United States, although the courts of the British
Virgin Islands will in certain circumstances recognize such a foreign judgment and treat it as a cause of action in itself which may
be sued upon as a debt at common law so that no retrial of the issues would be necessary provided that the U.S. judgment:
- the U.S. court issuing the judgment had jurisdiction in the matter and the Company either submitted to such jurisdiction or was resident or carrying on business within such jurisdiction and was duly served with process;
- is final and for a liquidated sum;
- the judgment given by the U.S. court was not in respect of penalties, taxes, fines or similar fiscal or revenue obligations of the Company;
- in obtaining judgment there was no fraud on the part of the person in whose favor judgment was given or on the part of the court;
- recognition or enforcement of the judgment would not be contrary to public policy in the British Virgin Islands; and
- the proceedings pursuant to which judgment was obtained were not contrary to natural justice.
The
courts of the British Virgin Islands are also unlikely:
- to recognize or enforce against the Company judgments of courts of the United States based on certain civil liability provisions of U.S. securities laws where that liability is in respect of penalties, taxes, fines or similar fiscal or revenue obligations of the Company; and
- to impose liabilities against the Company, in original actions brought in the British Virgin Islands, based on certain civil liability provisions of U.S. securities laws that are penal in nature.
54
As
a result of all of the above, public shareholders may have more difficulty in protecting their interests in the face of actions taken
by management, members of the board of directors or controlling shareholders than they would as public shareholders of a U.S. company.
***Handling
of mail***
Mail
addressed to the Company and received at its registered office will be forwarded unopened to the forwarding address supplied by Company
to be dealt with. None of the Company, its directors, officers, advisors or service providers (including the organization which provides
registered office services in the BVI) will bear any responsibility for any delay howsoever caused in mail reaching the forwarding address.
***The
Company may be subject to securities litigation, which is expensive and could divert management attention.***
The
market price of our Ordinary Shares may be volatile and, in the past, companies that have experienced volatility in the market price
of their stock have been subject to securities class action litigation. The Company may be the target of this type of litigation in the
future. Securities litigation against the Company could result in substantial costs and divert management’s attention from other
business concerns, which could seriously harm its business.
**Risks
Relating Our Ordinary Shares**
***We
are subject to increased costs as a result of operating as a public company, and our management is required to devote substantial time
to new compliance initiatives.***
As
a public company, we incur significant legal, accounting and other expenses that we did not incur as a private company, including costs
associated with public company reporting requirements. The Sarbanes-Oxley Act of 2002, as amended, or Sarbanes-Oxley Act, as well as
rules subsequently adopted by the SEC and The Nasdaq Global Market to implement provisions of the Sarbanes-Oxley Act, impose significant
requirements on public companies, including requiring establishment and maintenance of effective disclosure and financial controls and
changes in corporate governance practices. Further, in July 2010, the Dodd-Frank Wall Street Reform and Consumer Protection Act, or the
Dodd-Frank Act, was enacted. There are significant corporate governance and executive compensation related provisions in the Dodd-Frank
Act that require the SEC to adopt additional rules and regulations in these areas, such as “say on pay” and proxy access.
Emerging growth companies may implement many of these requirements over a longer period of up to five years from the pricing of their initial public
offering. We intend to take advantage of these extended transition periods but cannot guarantee that we will not be required to implement
these requirements sooner than budgeted or planned and thereby incur unexpected expenses. Stockholder activism, the current political
environment and the current high level of government intervention and regulatory reform may lead to substantial new regulations and disclosure
obligations, which may lead to additional compliance costs and impact the manner in which we operate our business in ways we cannot currently
anticipate.
The
rules and regulations applicable to public companies have substantially increased our legal and financial compliance costs and make some
activities more time-consuming and costly. If these requirements divert the attention of our management and personnel from other business
concerns, they could have a material adverse effect on our business, financial condition, and results of operations. The increased costs
will decrease our net income and may require us to reduce costs in other areas of our business or increase the prices of our products
or services. For example, these rules and regulations made it more difficult and more expensive for us to obtain director and officer
liability insurance and we may be required to incur substantial costs in the future to maintain the same or similar coverage. We cannot
predict or estimate the amount or timing of additional costs we may incur to respond to these requirements. The impact of these requirements
could also make it more difficult for us to attract and retain qualified persons to serve on our board of directors, our board committees
or as executive officers.
***If
we fail to develop or maintain an effective system of internal controls, we may not be able to accurately report our financial results
or prevent fraud. As a result, current and potential stockholders could lose confidence in our financial reporting, which would harm
our business and the trading price of our Ordinary Shares.***
Effective
internal controls are necessary for us to provide reliable financial reports, prevent fraud and operate successfully as a public company.
If we cannot provide reliable financial reports or prevent fraud, our reputation and operating results would be harmed. We cannot be
certain that our efforts to develop and maintain our internal controls will be successful, that we will be able to maintain adequate
controls over our financial processes and reporting in the future or that we will be able to comply with our obligations under Section
404 of the Sarbanes-Oxley Act of 2002. Any failure to develop or maintain effective internal controls, or difficulties encountered in
implementing or improving our internal controls, could harm our operating results or cause us to fail to meet our reporting obligations.
Ineffective internal controls could also cause investors to lose confidence in our reported financial information, which would likely
have a negative effect on the trading price of our Ordinary Shares.
55
***Our
disclosure controls and procedures may not prevent or detect all errors or acts of fraud.***
Our
disclosure controls and procedures are designed to reasonably assure that information required to be disclosed by us in reports we file
or submit under the Exchange Act is accumulated and communicated to management, recorded, processed, summarized and reported within the
time periods specified in the rules and forms of the SEC. We believe that any disclosure controls and procedures or internal controls
and procedures, no matter how well conceived and operated, can provide only reasonable, not absolute, assurance that the objectives of
the control system are met. These inherent limitations include the realities that judgments in decision-making can be faulty, and that
breakdowns can occur because of simple error or mistake. Additionally, controls can be circumvented by the individual acts of some persons,
by collusion of two or more people or by an unauthorized override of the controls. Accordingly, because of the inherent limitations in
our control system, misstatements, or insufficient disclosures due to error or fraud may occur and not be detected.
***Raising
additional capital may cause dilution to our shareholders, including purchasers of ordinary shares in this offering.***
To
the extent that we raise additional capital through the sale of Ordinary Shares or securities convertible or exchangeable into
Ordinary Shares, your ownership interest will be diluted, and the terms of these securities may include liquidation or other
preferences that materially adversely affect your rights as a shareholder of Ordinary Shares. Debt financing, if available, would
increase our fixed payment obligations and may involve agreements that include covenants limiting or restricting our ability to take
specific actions, such as incurring additional debt, making capital expenditures or declaring dividends.
***We
are an emerging growth company and a smaller reporting company, and we cannot be certain if the reduced reporting requirements applicable
to emerging growth companies and smaller reporting companies will make our Ordinary Shares less attractive to investors.***
We
are an emerging growth company, as defined in the Jumpstart Our Business Startups Act, or JOBS Act, enacted in April 2012. For as long
as we continue to be an emerging growth company, we intend to take advantage of exemptions from various reporting requirements that are
applicable to other public companies that are not emerging growth companies. These include, but are not limited to, exemption from auditor
attestation requirements of Section 404 of the Sarbanes-Oxley Act, reduced executive compensation disclosure obligations, in this Annual
Report, our periodic reports and our proxy statements, and an exemption from the requirements of holding nonbinding advisory votes on
executive compensation, and stockholder approval of any golden parachute payments not previously approved. We could be an emerging growth
company through March 31, 2027, although circumstances could cause us to lose that
status earlier. We will remain an emerging growth company until the earlier of: (i) the last day of the fiscal year in which we have
total annual gross revenues of $1.235 billion or more; (ii) the last day of our fiscal year following the fifth anniversary of the date
of the completion of our initial public offering; (iii) the date on which we have issued more than $1 billion in non-convertible debt
during the prior three-year period; or (iv) the date on which we are deemed to be a large accelerated filer under the rules of the SEC.
Under
the JOBS Act, emerging growth companies can also delay adopting new or revised accounting standards until such time as those standards
apply to private companies. We have elected to not “opt out” of this exemption from complying with new or revised accounting
standards and, therefore, we will adopt new or revised accounting standards at the time private companies adopt the new or revised accounting
standard and will do so until such time that we either (i) irrevocably elect to “opt out” of such extended transition period
or (ii) no longer qualify as an emerging growth company. Even after we no longer qualify as an emerging growth company, we may still
qualify as a “smaller reporting company,” which would allow us to continue to take advantage of many of the same exemptions
from disclosure requirements and reduced disclosure obligations regarding executive compensation in this Annual Report and our periodic
reports and proxy statements.
56
We
cannot predict if investors will find our Ordinary Shares less attractive because we may rely on these exemptions. If some investors
find our Ordinary Shares less attractive as a result, there may be a less active trading market for our Ordinary Shares and our stock
price may be more volatile.
***Because
we do not anticipate paying any cash dividends on our capital stock in the foreseeable future, capital appreciation, if any, will be
your sole source of gain.***
We
do not intend to pay cash dividends on our capital stock. We currently intend to retain all of our future earnings, if any, to finance
the growth and development of our business. As a result, capital appreciation, if any, of our Ordinary Shares will be your sole source
of gain for the foreseeable future.
***Our
actual financial results may differ materially from any guidance we may publish from time to time.***
We
may, from time to time, provide guidance regarding our future performance that represents our management’s estimates as of the
date such guidance is provided. Any such guidance would be based upon a number of assumptions with respect to future business decisions
(some of which may change) and estimates, while presented with numerical specificity, are inherently subject to significant business,
economic, and competitive uncertainties and contingencies (many of which are beyond our control). Guidance is necessarily speculative
in nature and it can be expected that some or all the assumptions that inform such guidance will not materialize or will vary significantly
from actual results. Our ability to meet any forward-looking guidance is affected by a number of factors, including, but not limited
to, other risks to our business described in this “Risk Factors” section. Accordingly, our guidance is only an estimate of
what management believes is realizable as of the date such guidance is provided. Actual results may vary from such guidance and the variations
may be material. Investors should also recognize the reliability of any forecasted financial data diminishes the farther into the future
the data is forecast. In light of the foregoing, investors should not place undue reliance on our financial guidance and should carefully
consider any guidance we may publish in context.
**Item
1B. Unresolved Staff Comments.**
None.
**Item
1C. Cybersecurity.**
***Risk
Management and Strategy***
We
have risk management processes in place for identifying, assessing and mitigating cybersecurity and risks from potential unauthorized
occurrences on or through our electronic information systems that could adversely affect the confidentiality, integrity, or availability
of our information systems or the information residing on those systems. These include a wide variety of mechanisms, controls, technologies,
methods, systems and other processes that are designed to detect, prevent or mitigate data loss, theft, misuse, unauthorized access,
interference with operations, or other security incidents or vulnerabilities affecting the data. The data includes confidential, proprietary,
and business and personal information that we collect, process, store, and transmit as part of our business, including on behalf of third
parties. Cybersecurity concerns are an important consideration in our application development and the design of our infrastructure and
operations technology. We also use systems and processes designed to reduce the impact of a security incident to our clients or their
customers. Additionally, we use processes to oversee and identify material risks from cybersecurity threats associated with our use of
third-party technology and systems, including: technology and systems that we use for encryption and authentication, employee email,
communication to clients and their customers, operational support, and other functions.
57
***Governance***
Our
executive leadership team is responsible for our overall enterprise risk management system and processes and regularly consider cybersecurity
risks in the context of other material risks to the Company. As part of our cybersecurity risk management system, our incident management
teams are responsible to track and log privacy and security incidents across Roadzen platforms and our vendors and other third-party
service providers to remediate and resolve any incidents, should they arise. In case there are any incidents, it is promptly reviewed
by a cross-functional working group to determine whether further escalation is appropriate. Any incident assessed as potentially being
or potentially becoming material shall be immediately escalated for further assessment, and shall be reported to designated members of
our senior management. We consult with our counsels as appropriate, including on materiality analysis and disclosure matters, and our
senior management makes the final materiality determinations and disclosure and other compliance decisions.
Our
corporate governance committee has oversight responsibility for risks and incidents relating to cybersecurity threats, including compliance
with disclosure requirements, cooperation with law enforcement, and related effects on financial and other risks, and the committee is
responsible to report any findings and recommendations, as appropriate, to the full board for consideration. Senior management regularly
discusses cyber risks and trends and, should any issues arise, they review all material incidents with the corporate governance committee.Our corporate governance and audit committees discuss policies with respect to risk assessment and risk management, including risks associated
with the reliability and security of the Company’s information technology and security systems, and the steps management has undertaken
to monitor and control such exposures. Our board receives updates on the Company’s cybersecurity risk management programs from
management.
Our
business strategy, results of operations and financial condition have not been affected by risks from cybersecurity threats, however,
we cannot provide assurance that they will not be materially affected in the future by such risks or any future material incidents. For
more information on our cybersecurity related risks, see Item 1A Risk Factors under “*Our solutions or products or our third-party
cloud providers have experienced in the past, and could experience in the future, data security breaches, which could adversely impact
our reputation, business, and ongoing operations”*.
**Item
2. Properties.**
Our
principal executive offices in the U.S., which we lease, are located at 111 Anza Blvd., Suite 109 Burlingame, CA 94010. Additionally
we lease office space in Coventry in the U.K., in Ahmedabad, Chennai and New Delhi in India as well as Beijing and Shanghai in China.
The Company does not own any real estate. We believe that our existing office space is sufficient for our current needs.
**Item
3. Legal Proceedings.**
From
time to time, we may be subject to legal proceedings and claims in the ordinary course of business.
On
April 17, 2025, Roadzen filed a lawsuit in Palm Beach County, Florida against Meteora Capital Partners, LP and affiliated entities (“Meteora”),
alleging willful breach of contract and conduct that has damaged Roadzen and its public market value. The lawsuit stems from a Forward
Purchase Agreement (the “FPA”) signed in August 2023, under which Meteora agreed to acquire 5 million shares in Roadzen at
effectively a zero-cost basis and to remit proceeds from the sale of those shares to Roadzen under certain contractual mechanisms. Roadzen
alleged that, despite negotiated safeguards, Meteora sold Roadzen shares without honoring its payment obligations or providing the required
notices under the FPA. Roadzen also asserted a claim against Meteora for breach of Meteora’s duty of good faith and fair dealing
by reason of the foregoing refusal to submit payment upon the sale of the shares of Roadzen stock that in effect Meteora received and
was holding at a defacto zero cost basis.
On
April 18, 2025, Meteora filed a separate lawsuit against the Company in the Court of Chancery of the State of Delaware, also arising
out of the FPA and the subscription agreement, dated August 25, 2023, between the Company and Meteora (the “Subscription Agreement”).
In its complaint, among other things, Meteora alleged breach of contract by the Company based on the Company’s registration obligations
under the Subscription Agreement and seeks specific performance and damages, as well as declaratory judgment that (i) Meteora complied
with its obligations under the FPA and Subscription Agreement, (ii) the Company breached certain of its registration obligations under
the Subscription Agreement and (iii) Meteora’s obligations to the Company under the FPA are limited to $914,726.53.
58
On
May 23, 2025, the Company removed the pending action to the United States District Court for the District of Delaware. Thereafter, on
June 3, 2025, Meteora moved to remand the action back to the Court of Chancery, and subsequently sought default judgment against the
Company in the Chancery Court and also made a separate application to the Chancery Court for summary judgment on the claims asserted.
The District Court denied Meteora’s request for default judgement on October 17, 2025. Opposition to Meteora’s application
for summary judgment was filed and the Chancery Court held a hearing on May 21, 2026, after which the Chancery Court advised all parties
that a decision would be rendered in no more than ninety days. Until the Court renders its decision all proceedings in the case have
been held in abeyance.
On
September 23, 2025, the Company filed a lawsuit in the United States District Court for the Southern District of New York (“USDC
NY”) against the Meteora companies and its principals alleging, among other things, securities fraud and violations of the Racketeer
Influenced and Corrupt Organizations Act (“RICO”) by Meteora. The Company filed a voluntary discontinuance of the Florida
case against Meteora on October 17, 2025 and thereafter filed an amended complaint in USDC NY to include the breach of contract and breach
of duty of good faith and fair dealing originally asserted in the Florida complaint.
On
January 30, 2026, Meteora filed an application to dismiss the USDC case; the Company’s opposition papers were filed early March
2026 and the motion is pending decision. Until a decision is rendered, all other proceedings are on hold.
**Item
4. Mine Safety Disclosures.**
Not
applicable.
**PART
II**
**Item
5. Market for Registrant’s Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities.**
**Market
Information**
Our
Ordinary Shares and Public Warrants trade on the Nasdaq Global Market under the symbols “RDZN” and “RDZNW,” respectively.
**Holders**
As
of March 31, 2026, there were 66 registered holders of record of our Ordinary Shares and 32 holders of record of our Public Warrants. This does
not include the number of shareholders that hold shares in “street name” through banks or broker-dealers.
**Dividends**
We
have not paid any cash dividends to date. The payment of cash dividends in the future will be dependent upon our revenues and earnings,
if any, capital requirements and general financial condition. The payment of any cash dividends will be within the discretion of the
Board at such time. Our ability to declare dividends may also be limited by restrictive covenants pursuant to any debt financing agreements.
**Unregistered
Sales of Equity Securities**
Not applicable.
59
**Item
6. [Reserved]**
**Item
7. Management’s Discussion and Analysis of Financial Condition and Results of Operations.**
*Throughout
this section, references to “Roadzen,” “we,” “us,” and “our” refer to Roadzen after the
Business Combination, and Roadzen (DE) before the Business Combination, and their consolidated subsidiaries, as the context so requires.
The following discussion and analysis of the financial condition and results of operations of Roadzen Inc. and its subsidiaries should
be read in conjunction with our consolidated financial statements and the related notes included elsewhere in this Annual Report. The
following discussion contains forward-looking statements that involve risks, uncertainties and assumptions. See the section titled “Cautionary
Note Regarding Forward-Looking Statements.” Actual results and timing of selected events may differ materially from those anticipated
in the forward-looking statements as a result of various factors, including those set forth or referred to under the section titled “Risk
Factors” or elsewhere in this Annual Report.*
**Overview**
Roadzen
is a leading Insurtech company on a mission to transform global auto insurance powered by advanced artificial intelligence (“AI”).
At the heart of our mission is our commitment to create transparency, efficiency, and a seamless experience for the millions of end customers
who use our products through our insurer, OEM, and fleet (such as trucking, delivery, and commercial fleets) partners. We seek to accomplish
this by combining computer vision, telematics and AI with continually updated data sources to provide a more efficient, effective and
informed way of building auto insurance products, assessing damages, processing claims and improving driver safety. Insurers and other
partners of Roadzen across the world use Roadzen’s technology to launch new auto insurance products, manage risk better and resolve
claims faster. These products are built with dynamic underwriting capabilities, Application Programming Interface, or API-led distribution
and real-time claims processing.
Roadzen
has built a pioneering technology platform that uses telematics, computer vision and data science to spearhead innovation across the
insurance value chain, namely underwriting, distribution, claims and road safety. We call it the Roadzen “Insurance as a Service”
(“IaaS”) platform. Our business generates commission-based revenue as an insurance broker focused on embedded and B2B2C (Business-to-Business-to-Customer)
insurance distribution, and fee-based revenue as a provider of innovative cloud, telematics, and AI-based applications for the auto insurance
ecosystem.
Roadzen
has four major client types:
- Insurance — including insurance companies, reinsurers, agents, brokers;
- Automotive — including carmakers, dealerships, online-to-offline car sales platforms;
- Fleets — including small and medium fleets, taxi fleets, ridesharing platforms, commercial and corporate fleets; and
- Other distribution channels such as financial services companies providing auto loans, and telematics companies.
60
Our
operations are global, and our partners consist of market-leading insurance companies, fleets and automotive original equipment manufacturers
(“OEMs”) and carmakers, including AXA, SCOR, Arch, Société Générale, Jaguar Land Rover, Audi,
Mercedes, Volvo and several others. Our subsidiary in the U.K., operates through a specialist Managing General Agent (“MGA”)
based in Coventry, which provides auto insurance, extended warranties, and claims management services to insurers, automotive dealers,
manufacturers, and fleet operators. This MGA leverages its regulatory license to underwrite and service policies locally while utilizing
third-party licenses to deliver solutions globally. It acts as a delegated authority on behalf of insurers, managing policy sales and
claims adjudication via its brokerage platform. Revenue is generated through commissions and administrative fees tied to Gross Written
Premium (“GWP”), with specialty contracts typically structured over five-year terms. Roadzen’s subsidiary in the U.S.,
operates a licensed auto club based in Burlingame, California that specializes in commercial roadside assistance (“RSA”)
and claims management. With a robust network of over 75,000 service providers nationwide, it offers towing, transportation, and first
notice of loss (“FNOL”) services to government fleets, enterprises, insurers, and auto manufacturers. We also operate a California
licensed insurance broker and managing general underwriter based in San Diego, California, after acquiring a majority stake in the quarter
ended December 31, 2025. These capabilities support our comprehensive suite of mobility and insurance infrastructure services across
North America. Roadzen’s subsidiary in India operates as a licensed insurance broker providing distribution and servicing of motor
insurance products, including RSA, vehicle inspection, and claim facilitation. We also operate a workshop management platform, digitizing
end-to-end auto repair across a network of more than 1,200 verified garages and car repair workshops. Our India operations also serve
as the Company’s global technology headquarters, where our product, engineering, and AI teams develop and scale the core platforms
that power our insurance and mobility services worldwide. This integrated approach allows us to drive innovation and operational efficiency
across all markets we serve.
In
the People’s Republic of China, we operate a data analytics and AI-enabled software company serving the insurance and mobility
value chain in the Greater China market.
Roadzen’s
AI Manifesto
Our
mission is to build the leading company at the intersection of artificial intelligence (AI), insurance and mobility. To further our mission,
we have built a pioneering lab focused on fundamental and applied AI research. We work on core research areas in computer vision, generative
AI, and traditional machine learning to develop product experiences that improve the safety, convenience, and protection of millions
of drivers across the world. Roadzen is a founding member of the AI Alliance fostering safe, responsible, and open source development
alongside industry leaders such as Meta, IBM, Hugging Face, Stability AI, AMD, Service Now, and others. Our approach to build precision
AI models in insurance and mobility has won several industry accolades. Roadzen achieved significant industry recognition for its advancements
in AI and technology during FY 2024-25. Honors included ‘Breakthrough in Computer Vision’ (FE AICONIC Summit & Awards
2026), InsurTech Solution of the Year (Fintech Breakthrough Awards 2026), ‘Best Insurtech’ (Bharat Fintech Summit Awards
2026), ‘Best AI in Deep Tech’ at the AI Awards Summit 2025 by Entrepreneur India and secured a spot on the Fintech40 Index
by L’Observatoire de la Fintech. It was named the ‘World’s Top InsurTech’ by CNBC in 2024, ‘Most Innovative
Use of AI’ by Financial Express at the FE Futech Awards 2024 and won the Gold Stevie Award for its Claims insurance solution at
the International Business Awards 2024. Additional recognitions included ‘Excellence in InsurTech’ by the India FinTech Forum
(IFTA 2024), ‘Best Use of AI in Insurance’ at the Global AI Summit & Awards (GAISA 2024), and ‘Best Product and
Business Team’ at the World Auto Forum 2024. Roadzen also won ‘Best Use of Technology’ at the Entrepreneur Awards 2024
and ‘Most Innovative Company’ at the World Finance Innovation Awards 2024.
On
September 20, 2023, the Parent Company completed the Business Combination in which it acquired Roadzen (DE). Roadzen (DE) was determined
to be the accounting acquiror in the Business Combination. Accordingly, 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 included in this report reflect (i) the historical operating results of Roadzen (DE) prior to the Business Combination; (ii)
the combined results of the Parent Company 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.
61
**Our
Business Model**
Roadzen
has two principal models for generating revenue: 1) Income from Insurance as a Service (IaaS Platform), and 2) Commission and Distribution
Income (Brokerage Solutions). We follow a capital-light business model, meaning that we do not underwrite any risk ourselves or carry
it on our balance sheet for either source of revenue.
1. IaaS Platform:
Roadzen
provides an IaaS technology platform addressed towards insurance for mobility. The IaaS platform has a suite of products that work cohesively
to address the auto insurance value chain. Roadzen sells its IaaS platform to insurers, car manufacturers, and fleet companies to deliver
services for their respective insured customers. Our deep understanding of the insurance industry has enabled us to develop a unified
suite of modules and products that is tailored to address the key challenges faced in auto insurance. Our solution suite includes several
products that support the insurance lifecycle, such as:
- **Via**: enables fleets, carmakers and insurers to inspect a vehicle using computer vision;
- **Global Distribution Network (“GDN”):** enables the configuration, customer quote, payment (in any currency), and administration of any insurance policy with any insurance carrier as the underwriter:
- **Claims**: enables digital, touchless and real-time resolution of claims from FNOL through payment, using telematics and computer vision;
- **StrandD**: enables digital, real-time dispatch and tracking for RSA and FNOL during accident claims;
- **Good Driving**: enables insurers and fleets to recognize their best drivers, train poor drivers and build usage-based insurance (“UBI”) programs; and
- **DrivebuddyAI:** enables any vehicle to get advanced driver-assistance capabilities utilizing cameras and neural networks to deliver better safety on the road.
- **MixtapeAI:** a platform designed to power AI agents and transform customer interactions in the insurance and mobility sectors.
- **AutoSpace**: a workshop management software platform, digitizing the end-to-end repair journey across a network of workshops throughout India.
Our
technology revolutionizes the customer experience by helping customers obtain a policy within seconds and process a claim estimate within
minutes in comparison with existing processes that can take weeks. Roadzen’s revenue derived from platform sales is usage-based,
meaning we get paid on a per-vehicle or per-use basis.
Roadzen’s
IaaS Platform accounted for approximately 49.6% of revenues for the year ended March 31, 2026.
62
2. Brokerage Solutions:
Roadzen
acts as an insurance broker utilizing its technology to sell insurance through our embedded and B2B2C distribution model. The policies
are sold by insurance intermediaries such as agents and through captive distributors such as dealerships, fleets and used car platforms.
Our B2B2C channel partners choose us for a variety of reasons - for the ease of integrating our technology through APIs into their ecosystem,
for a seamless, fully digital customer experience from obtaining a policy to submitting a claim, and for integrations with a large number
of insurance companies who sell their policies through our platform to give the users a handful of policy options, and our ability to
deliver multiple relevant products such as auto insurance, commercial and fleet insurance, extended warranty, guaranteed asset protection,
and other automotive related insurance products. Lastly, we are able to provide a superior customer experience for the end user by bundling
telematics for road safety, RSA and claims management to the customer - an experience that we believe is unrivaled by other traditional
brokers. Roadzen’s revenues are based on commissions and other fees that are paid by our insurance carriers as a percentage of
the GWP underwritten for each policy.
Roadzen’s
Brokerage Solutions accounted for approximately 50.4% of revenue for the year ended March 31, 2026.
**Factors
Affecting Our Performance**
Our
financial condition and results of operations have been, and will likely continue to be, affected by a number of factors, including the
following:
*Investment
in Core Technology and AI*
We
continue to develop and invest in our technology platform to drive scalability and build innovative products. We believe our significant
proprietary investments into our data pipelines, training, model development and our core technology platform are key advantages that
allow us to stay ahead of competition, support our growth into global markets and improve operating margins.
*Investment
in Sales and Marketing*
Our
sales and marketing efforts are a key component of our growth strategy. Our investments in this area have enabled us to build and sustain
our customer base while creating long-term customer relationships. Our sales efforts are materially dependent on our three different
channels: (1) strategic sales to insurers and car companies; (2) sales to small-and-medium fleet owners; and (3) brokerage sales driven
by agents, captive distribution channels and reinsurance partnerships. We plan to continue investing in each of these channels of growth
including hiring sales personnel, event marketing and global travel.
*Investments
in Innovation for Future Growth*
The
world of mobility is changing rapidly due to advances in connected, electric, and autonomous vehicles. We believe this presents an exciting
and large opportunity to build insurance for this evolving environment. For this reason, our performance will be impacted by our ability
to continuously innovate our underwriting algorithms, internalize new data sources and technologies such as Advanced Driving Assistance
Systems (“ADAS”) and video telematics for accident prevention, and invest in partnerships with carmakers for their insurance
offerings and for selling insurance into fleets.
*Acquiring
New Customers*
Our
long-term growth will depend on our continued ability to attract new customers to our platform. We intend to continue to drive customers
to our platform by expanding our B2B2C model through different avenues.
- In addition to our existing geographic and product footprint, we aim to grow by expanding into new markets across our target geographies, leveraging our technology platform to increase our speed to market.
- We intend to consistently offer cutting edge technology at the intersection of mobility and insurance - a capability that traditional insurance carriers and other insurance intermediaries have struggled to provide. As our clients look to digitize and capture a greater part of the insurance value chain, our technology is the differentiator for them to choose Roadzen as a partner.
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*Expanding
Sales Within Our Existing Customer Base*
A
central part of our strategy is expanding solutions adoption across our existing customer base. We have developed long-term relationships
with our customers and have a proven track record of successfully cross-selling product offerings. We have the opportunity to realize
incremental value by selling additional functionality to customers that do not currently utilize our full solution portfolio from our
platform. As we innovate and bring new technology and solutions to market, we also have the opportunity to realize incremental growth
by selling new products to our existing customer base.
Our
ability to expand sales within our customer base will depend on a number of factors, including our customers’ satisfaction, pricing,
competition, and changes in our customers’ spending levels. Roadzen’s customers include leading insurers and car companies
that have a global presence and are spending millions of dollars on digitizing their insurance offerings. We believe that successful
integration in one geography may open up opportunities within other geographies. Roadzen has shown the ability to expand contracts from
low ticket size in India to higher ticket size in global markets. We have a significant focus on maximizing the lifetime value of our
customer relationships, and we continue to make significant investments in order to grow our customer base.
Since
January 1, 2023 we began tracking customer segmentation for Roadzen, described as such: enterprise clients that include insurers, automakers
and large fleets (above 100 vehicles), and SMB clients, which include agents, brokers, small dealerships, and small fleets (under 100
vehicles). As of March 31, 2026, we had 61 insurance customer agreements (including carriers, self-insureds and other entities processing
insurance claims), 91 automotive customer agreements, and approximately 4,200 agents and fleet customers agreements.
*Strength
of the Auto Insurance Market*
We
generate a majority of our revenues through commissions and fees which are a reflection of the total insurance policy premium. Roadzen
derived 50.4% of revenue from its Brokerage Solutions and 49.6% from its IaaS Platform for the year ended March 31, 2026. A softening
of the insurance market characterized by a period of declining premium rates due to competition or regulation could negatively impact
our financial results.
*Our
Regulatory Environment*
Our
insurance broking business is subject to various laws and regulations and our inability to comply with them may adversely affect our
business, results of operations, and reputation.
Our
subsidiary in India is licensed to act as a direct insurance broker (life and general) under the Insurance Brokers Regulations of India.
Accordingly, we are subject to certain laws, regulations and licensing requirements. Insurance brokers operating in India are required
to comply with various regulatory requirements, including stipulations that: (i) the principal officer and broker qualified persons of
an insurance broker must undergo training and pass the relevant examinations specified by the IRDAI; (ii) the principal officer, directors,
shareholders and key management personnel must fulfill the “fit and proper” criteria specified under the Insurance Brokers
Regulations; (iii) insurance brokers may not undertake multi-level marketing for solicitation and procuring of insurance products; (iv)
insurance brokers may not offer any rebate or any other inducement to a client; (v) insurance brokers must conduct their business in
compliance with the code of conduct specified under the Insurance Brokers Regulations; and (vi) insurance brokers must ensure that not
more than 50% of their remuneration emanates from one client in a financial year. The IRDAI may undertake inspection of the premises
of an insurance broker to ascertain how activities are carried on, and inspect their books of accounts, records and documents. The Insurance
Brokers Regulations specify certain approval and reporting requirements to be adhered to by the insurance brokers from time to time,
as applicable. We would be subject to fines and penalties if we fail to comply with the Insurance Brokers Regulations. We derive revenues
primarily from commissions and other fees paid by insurance carriers for insurance products purchased by our customers.
The
commissions that we can charge to our insurer partners are based on charges set forth under the IRDAI (Payment of Commission or Remuneration
or Reward to Insurance Agents and Insurance Intermediaries) Regulations, 2016 (“IRDAI Commissions Regulations”). The IRDAI
(Minimum Information Required for Investigation and Inspection) Regulations, 2020 (“Minimum Information Regulations”), effective
from May 23, 2021, are applicable to all insurers and insurance intermediaries in relation to purposes of investigation and inspection
by the IRDAI.
64
Inter-related
companies within the group are subject to a stringent regulatory framework that affects the flexibility of our operations and increases
compliance costs, and any regulatory action against us and our employees may result in penalties and/or sanctions that could have an
adverse effect on our business, prospects, financial condition and results of operations.
The
regulatory and policy environment in which we operate is evolving and is subject to change. The government of India (“GoI”)
may implement new laws or other regulations and policies that could affect the fintech industry, which could lead to new compliance requirements,
including requiring us to obtain approvals and licenses from the GoI and other regulatory bodies, or impose onerous requirements. New
compliance requirements could increase our costs or otherwise adversely affect our business, financial condition and results of operations.
Our
subsidiary in the U.K. is licensed as a MGA, under which we are subject to stringent oversight by the FCA. Our operations must align
with FCA regulations that are specifically tailored to govern the conduct and obligations of MGAs, which act as an intermediary between
insurers and clients, with delegated authority to underwrite and process claims on behalf of insurers. Our adherence to these regulations
encompasses a variety of compliance obligations, including but not limited to, ensuring that underwriting decisions are made with the
requisite skill and care, maintaining accurate and secure records of insurance contracts, managing potential conflicts of interest, and
safeguarding client funds. The FCA also imposes comprehensive conduct rules and solvency requirements that require us to act with due
care in the interests of policyholders.
The
FCA’s regime for MGAs mandates a high level of financial prudence and transparency, necessitating robust internal controls and
reporting systems. Failure to meet these stringent regulatory requirements could result in significant sanctions, including financial
penalties, suspension of authorization, or other disciplinary actions. Given the evolving nature of the regulatory environment, changes
in the FCA’s rules or the introduction of new legislation could necessitate adjustments to our operational and compliance processes.
These changes could carry implications for our business model and may incur additional compliance costs, ultimately impacting our financial
results and operational flexibility.
Roadzen
is committed to maintaining a rigorous compliance posture to meet the FCA’s expectations for MGAs. Any lapse in our compliance
framework could lead to regulatory scrutiny, damage our reputation, and negatively affect our business operations and financial position.
It is imperative for us to continuously monitor regulatory developments and adapt our compliance measures accordingly to mitigate the
risk of enforcement actions and to uphold the trust of our clients and partners.
The
FCA has the authority to suspend the sale of any insurance product sold within the U.K. and for which it has oversight, if it does not
believe a firm or a product is protecting the interests of U.K. consumers. For examples, in February 2024, the FCA paused all sales of
the Guaranteed Asset Protection (“GAP”) product, a key contributor to our operations in the U.K., directing all insurers,
including our insurance partner, to temporarily cease selling the GAP product. The regulator mandated insurers to make a resubmission,
or new GAP proposal, outlining product features, coverages and pricing for approval by the FCA before sales of the GAP product could
be resumed. Although our insurance partner, which is obligated to adhere to FCA guidelines, eventually received approval to sell GAP
products, the resubmission and approval process had a significant impact on our revenue, financial performance, and overall profitability.
Our
auto club subsidiary in the U.S. is licensed in California, which exposes Roadzen to a distinct set of risks due to the stringent regulatory
landscape enforced by the California Department of Insurance (“CDI”). Compliance with these regulations is paramount, as
they govern a wide spectrum of our activities, including membership services, claims management, and financial integrity.
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Our
U.S. managing general underwriter (“MGU”) subsidiary holds insurance producer licenses in California, Texas, Illinois, and
New Jersey, and operates under Coverholder authority granted by Lloyd’s of London, which permits it to bind risks on behalf of
one or more Lloyd’s syndicates within the scope of a binding authority agreement. Our U.S. MGU operations are subject to extensive
regulation at the U.S. state level, including licensing, financial responsibility, fiduciary handling of premium and claim funds, recordkeeping,
reporting, market conduct, producer compensation, and, in certain states, specific managing general agent statutes modeled on the National
Association of Insurance Commissioners’ Managing General Agents Act. Our Coverholder authority is governed by the binding authority
agreements with our Lloyd’s carriers and by the underwriting, audit, conduct, complaint-handling, sanctions, and reporting standards
established by Lloyd’s and overseen in the United Kingdom by the Prudential Regulation Authority and the FCA. Our financial performance
depends on our ability to maintain these licenses and authorities in good standing, to operate within delegated underwriting authority
and aggregate limits set by our carriers, and to comply with applicable state and Lloyd’s requirements. Changes in state insurance
laws or regulations, modifications to Lloyd’s Coverholder or delegated authority standards, loss or suspension of a license or
Coverholder authority, reductions or non-renewals of delegated underwriting authority by our carrier partners, adverse findings from
regulatory examinations or carrier audits, or changes in commission structures or premium volumes in the lines we administer could each
have a material effect on the revenue, operating results, and cash flows. We also incur ongoing compliance costs to support our multi-jurisdictional
licensing footprint, which we expect to increase as we expand into additional states and add carrier relationships.
*Our
Ability to Manage Risk with Data and Technology*
Our
operations are highly dependent on the reliability, availability, and security of our technology platform and data. Our operations rely
on the secure processing and storage of confidential information, including our information systems and networks and those of our third-party
service providers. Disruptions in the technology platform, systems and control failures, security breaches, or inadvertent disclosure
of user data could result in legal exposure, harm our reputation and brand, and ultimately affect our ability to attract and retain customers.
Although we have implemented administrative and technical controls and have taken protective actions to reduce risk, such measures may
be insufficient to prevent unauthorized and malicious attacks. As our technology-enabled platform is reliant on data from external parties,
such attacks or disruption in our data sources can impact our ability to operate effectively and result in damage to our reputation and
results.
**Components
of Results of Operations**
***Revenue***
We
provide access to our IaaS solutions through contractual agreements with our customers, whereby the customer receives one or a bundle
of our solutions, which can include inspection, claims management, RSA, and/or telematics offerings. The average contract length for
our IaaS customers is approximately three years. Our clients pay us on a fixed fee per-incident or per-vehicle. Our brokerage revenues
are based on commissions and fees that we receive from our insurance partners for selling their policies to customers as well as providing
other client services such as claims management. Our commissions and fees are calculated as a percentage of the GWP underwritten for
each policy.
***Cost
of Services***
The
cost of services for distribution business includes commissions paid to the point-of-sale person, cost of employees and other direct
expenses related to facilities.
For
our IaaS platform, cost of services primarily consists of direct costs involved in delivering the services to the customers, including
external provider cost for inspections and RSA, as well as additional costs such as employee benefit expenses. Costs forming part of
cost of revenue are recognized as incurred.
***Research
and Development***
Research
and development costs consist primarily of employee-related costs, including salaries, stock-based compensation, employee benefits and
other expenses. It also includes the cost of annotating data pipelines for AI, the cost of building and maintaining our own AI servers
for training and the cloud costs for production deployments. We continue to focus our research and development efforts on adding new
features and products.
66
***Sales
and Marketing***
Sales
and marketing expenses primarily include expenditures related to advertising, channel partner incentives, media, promotional and bundling
costs, brand awareness activities, business development, corporate partnerships and allocated overhead costs. These expenses are a reflection
of our efforts to expand our market reach for distributing insurance policies. Sales and marketing expenses also consist of employee-related
costs directly associated with our sales and marketing activities, including salaries, stock-based compensation and employee benefits.
We
plan to continue to invest in sales and marketing to grow our customer base and increase the awareness of end customers about our products.
As a result, we expect our sales and marketing expenses to increase in absolute dollars for the foreseeable future. While we expect our
sales and marketing expenses to decrease as a percentage of our revenue over the long-term, our sales and marketing expenses may fluctuate
as a percentage of our revenue from period to period due to the timing and extent of these expenses.
***General
and Administrative***
General
and administrative expenses consist of employee-related costs for executive, finance, legal, human resources, IT, and facilities personnel,
including salaries, stock-based compensation, employee benefits, professional fees for external legal, accounting, and other consulting
services, and allocated overhead costs.
We
expect our general and administrative expenses to continue to increase in absolute dollars for the foreseeable future to support our
growth as well as due to additional costs associated with legal, accounting, compliance, insurance, investor relations, and other costs
as we operate as a public company. While we expect our general and administrative expenses to decrease as a percentage of our revenue
over the long-term, our general and administrative expenses may fluctuate as a percentage of our revenue from period to period due to
the timing and extent of these expenses.
***Depreciation
and Amortization***
Depreciation
and amortization reflects the recognition of the cost of our tangible and intangible assets over their useful life. Depreciation expenses
relate to equipment, hardware and purchased software. Amortization relates to investments related to recent acquisitions, internal software
development and investments made in intellectual property development. Depreciation and amortization are expected to increase slightly
in dollar amount over time but will likely decrease as a percentage of revenue as investments in platform technology reach scale.
***Fair
Value Changes in Financial Instruments Carried at Fair Value***
Our
outstanding notes and warrants are financial liabilities measured at fair value with fair value changes recognized in profit or loss.
We carry out a periodic fair valuation exercise and recognize the increase or decrease in the carrying values of these financial instruments
in our Consolidated Statements of Operations. Such fair value changes are primarily driven by changes in our equity value, risk free
interest rates and credit risk premia.
***Impairment
of goodwill and intangibles with definite life***
Impairment
of goodwill and intangibles can arise from various factors, including economic fluctuations, industry changes, technological advancements,
and evolving customer preferences. When the carrying value of these assets exceeds their recoverable amount, impairment occurs, leading
to a decrease in reported value on our financial statements. Recognizing and addressing impairment in a timely and effective manner is
essential. Regular assessments and impairment tests are necessary to identify potential impairments and determine the recoverable amount
of these assets.
***Income
Tax Expense/(Benefit)***
Income
tax expense/(benefit) consists primarily of income taxes in certain foreign and state jurisdictions in which we conduct business. We
maintain a full valuation allowance against our U.S. and certain foreign jurisdictions’ deferred tax assets because we have concluded
that it is more likely than not that the deferred tax assets will not be realized.
67
**Results
of Operations (all figures are denominated in U.S. $)**
**Comparison
of the Years Ended March 31, 2026 and March 31, 2025**
| Particulars | For the year ended March 31, 2026 | % |
| --- | --- | --- |
| Revenue | 55,021,792 | 24.2% |
| Costs and expenses: | | |
| Cost of services | 21,277,579 | 13.0% |
| Research and development | 408,355 | -89.2)% |
| Sales and marketing | 29,111,662 | 0.8% |
| General and administrative | 15,976,982 | -69.0)% |
| Depreciation and amortization | 2,244,268 | 11.1% |
| Total costs and expenses | 69,018,846 | -34.3)% |
| Loss from operations | (13,997,054) | -77.0)% |
| Interest expense (net) | (7,249,803) | 123.2))% |
| Gain on bargain purchase | 174,248 | 100% |
| Fair value gains/(losses) in financial instruments carried at fair value | (3,984,386) | -73.2)% |
| Impairment of investment | (269,470) | -78.4)% |
| Other income (net) | 2,329,515 | -67.1)% |
| Total other income/(expense) | (8,999,896) | -26.6)% |
| (Loss)/Income before income tax expense | (22,996,950) | -68.5)% |
| Less: income tax (benefit)/expense | 20,212 | -2.4)% |
| Net Loss before non-controlling interest | (23,017,162) | -68.5)% |
| Net loss attributable to non-controlling interest, net of tax | (500,940) | 159.7))% |
| Net Loss attributable to Ordinary Shareholders | (22,516,222) | -69.1)% |
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***Revenue***
| Particulars | For the year ended March 31, 2026 | % |
| --- | --- | --- |
| Revenue | | |
| Commission and Distribution Income | 25,997,261 | 10.9% |
| Income from Insurance as a Service | 29,024,531 | 39.2% |
| Total | 55,021,792 | 24.2% |
Revenue
increased $10.7 million, or 24.2%, for the year ended March 31, 2026, compared to the prior year.
Commission
and Distribution Income increased $2.5 million, or 10.9%, for the year ended March 31, 2026, compared to the prior year. The growth was
primarily driven by strategic expansion initiatives, including the acquisition of Elite Cover Insurance in the U.S., which contributed
approximately $1.0 million in revenue, and an asset acquisition in India, which contributed approximately $1.5 million. The increase
was partially offset by a decline in revenue from the U.K. market; however, this impact was mitigated by continued organic growth in
India, supporting the overall increase in Commission Distribution income during the year.
Revenue from
the Insurance-as-a-Service (IaaS) platform increased by approximately $8.2 million, or 39.2%, for the year ended March 31, 2026, compared
to the prior year. The increase was primarily driven by the consolidation of our VIE in China, which contributed approximately $3.0 million
in revenue, and the acquisition of a vehicle care business in India, which contributed approximately $0.7 million for the 3 months period.
The remaining increase was attributable to the continued expansion of our existing business operations, including growth from our current
customer base and increased adoption of our IaaS platform offerings.
As
of March 31, 2026, the Company maintained 61 insurance customer agreements and 91 automotive customer agreements, as well as approximately
4,200 agents and fleet customer agreements.
***Cost
of Services***
| Particulars | For the year ended March 31, 2026 | % |
| --- | --- | --- |
| Cost of services | 21,277,579 | 13.0% |
Cost
of services increased $2.4 million, or 13.0%, for the year ended March 31, 2026, compared to the prior year. The increase was primarily driven by the consolidation of our VIE China, which contributed approximately $1.5 million,
and the acquisition of a Vehicle Care business in India, which contributed approximately $0.4 million. The remaining increase was attributable
to the growth and expansion of our existing business operations, including higher service delivery costs associated with increased business
volumes.
***Research
and Development***
| Particulars | For the year ended March 31, 2026 | % |
| --- | --- | --- |
| Research and development | 408,355 | -89.2)% |
Research
and development expense decreased $3.4 million, or 89.2%, for the year ended March 31, 2026, compared to the prior year. The decrease was primarily driven by a reduction of approximately $2.6 million in non-cash compensation expense related
to RSU grants, an increase of approximately $0.6 million in capitalized development costs compared to the prior period, and a decrease
of approximately $0.2 million in technology personnel and consulting expenses. The reduction reflects lower share-based compensation expense
and a greater allocation of eligible development costs to capitalized assets, along with efficiencies in technology-related spending during
the period.
***Sales
and Marketing***
| Particulars | For the year ended March 31, 2026 | % |
| --- | --- | --- |
| Sales and marketing | 29,111,662 | 0.8% |
Sales
and marketing expense increased $0.2 million, or 0.8%, for the year ended March 31, 2026, compared to the prior year. The increase was primarily attributable to higher marketing and business
development expenses incurred to support the growth of our distribution income and expand market reach. This increase was partially offset
by a decrease of approximately $3.6 million in non-cash compensation expense related to RSU grants compared to the prior period.
69
***General
and administrative***
| Particulars | For the year ended March 31, 2026 | % |
| --- | --- | --- |
| General and administrative | 15,976,982 | -69.0)% |
General
and administrative expense decreased $35.6 million, or 69.0%, for the year ended March 31, 2026, compared to the prior
year. The decrease was primarily driven by a reduction of approximately $40.7
million in non-cash compensation expense related to RSU grants. The decrease was partially offset by an increase in expenses of approximately
$1.5 million due to the consolidation of our VIE in China and approximately $0.4 million related to the acquisition of EliteCover. The
remaining variance was attributable to changes in routine operating activities during the period.
***Depreciation
and Amortization***
| Particulars | For the year ended March 31, 2026 | % |
| --- | --- | --- |
| Depreciation and amortization | 2,244,268 | 11.1% |
Depreciation and amortization increased $0.2 million, or 11.1%, for the
year ended March 31, 2026, compared to the prior year.
***Interest
Income (Expense)***
| Particulars | For the year ended March 31, 2026 | % |
| --- | --- | --- |
| Interest income/(expense) | (7,249,803) | 123.2))% |
Interest
expense increased $4.0 million, or 123.2%, for the year ended March 31, 2026, compared to the prior year primarily due to an increase in borrowings from banks and other parties.
***Fair
Value Changes in Financial Instruments Carried at Fair Value***
| Particulars | For the year ended March 31, 2026 | % |
| --- | --- | --- |
| Fair value changes in financial instruments carried at fair value | (3,984,386) | -73.2)% |
Fair value changes in financial
instruments decreased by approximately $10.9 million, or 73.2%, for the year ended March 31, 2026, compared to the prior year. The decrease
was primarily due to lower fair value adjustments recognized during the current period for the Company’s convertible promissory
notes, share warrants, and forward purchase agreement, as compared to the prior-year period.
The prior-year
period included significant fair value remeasurement impacts arising from changes in the valuation of these financial instruments, which
resulted in higher gains/losses compared to the current period.
***Impairment
of Investment***
| Particulars | For the year ended March 31, 2026 | % |
| --- | --- | --- |
| Impairment of investment | (269,470) | -78.4)% |
The Company evaluates its non-marketable equity investments for impairment at each reporting period through a qualitative
assessment of relevant impairment indicators, including significant adverse changes in the investee’s business performance, operating
environment, legal or regulatory factors, or the availability of relevant financial information.
During the year
ended March 31, 2026, the Company identified indicators of impairment related to its investment in Moonshot - Internet SAS (“Moonshot”)
and recognized an impairment charge of approximately $0.3 million to write down the carrying value of the investment.
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Other
Income/(Expense)
| Particulars | For the year ended March 31, 2026 | % |
| --- | --- | --- |
| Other (income)/expense net | 2,329,515 | -67.1)% |
Other income decreased by approximately
$4.7 million, or 67.1%, for the year ended March 31, 2026, compared to the prior year. The decrease was primarily attributable to a reduction
in the reversal of certain liabilities related to payables assumed in connection with the Business Combination. During the current period,
the Company recognized a write-back of approximately $2.5 million, compared to approximately $6.5 million recognized in the prior-year
period.
Additionally,
the prior-year period benefited from approximately $0.7 million of income recognized from the write-off of customer contract-related
balances, which did not recur during the current period.
***Non-GAAP
Financial Measures***
Adjusted
Earnings Before Interest, Tax, Depreciation and Amortization (“Adjusted EBITDA”) is a non-GAAP financial measure which excludes
the impact of finance costs, taxes, depreciation & amortization and certain other items from reported net profit or loss. We believe
that Adjusted EBITDA aids investors by providing an operating profit/loss without the impact of non-cash depreciation and amortization
and certain other items to help clarify sustainability and trends affecting the business. For comparability of reporting, management
considers non-GAAP measures in conjunction with U.S. GAAP financial results in evaluating business performance. Adjusted EBITDA should
not be considered a substitute for, or superior to, the measures of financial performance prepared in accordance with U.S. GAAP.
The
following table reconciles our net loss reported in accordance with GAAP to Adjusted EBITDA for the year ended March 31, 2026 and March
31, 2025:
| Particulars | For the year ended March 31, 2026 | For the year ended March 31, 2025 |
| --- | --- | --- |
| Net loss | (22,516,222) | (72,870,432) |
| Adjusted for: | | |
| Other (income)/expense net | (2,329,515) | (7,073,235) |
| Interest (income)/expense | 7,249,803 | 3,247,831 |
| Gain on bargain purchase | (174,248) | - |
| Fair value changes in financial instruments carried at fair value(1) | 3,984,386 | 14,844,420 |
| Impairment of investment | 269,470 | 1,245,326 |
| Tax (benefit)/expense | 20,212 | (13,973) |
| Depreciation and amortization | 2,244,268 | 2,020,610 |
| Stock based compensation expense | 497,806 | 47,211,816 |
| Non-cash expenses | 2,990,808 | 1,649,448 |
| Non-recurring expenses | 4,252,368 | 1,340,062 |
| Adjusted EBITDA | (3,510,864) | (8,398,127) |
(1) Fair value changes in financial instruments are considered to be financing costs as they relate to convertible notes and liability-classified preferred stock warrants previously issued in financing transactions. These changes are non-cash as the Company does not have an unconditional obligation to settle the convertible notes and preferred stock warrants in cash. These changes in fair value are affected by the Company’s own share price as these are settleable/convertible into the Company’s Ordinary Shares.
71
The
following table reconciles our net loss reported in accordance with GAAP to Adjusted EBITDA for the three months period ended March 31,
2026 and March 31, 2025:
| Particulars | For the three months ended March 31, 2026 | For the three months ended March 31, 2025 |
| --- | --- | --- |
| Net loss | (7,253,912) | (106,967) |
| Adjusted for: | | |
| Other (income)/expense net | 193,775 | (3,861,541) |
| Interest (income)/expense | 1,871,764 | 714,899 |
| Gain on bargain purchase | (174,248) | |
| Fair value changes in financial instruments carried at fair value(1) | (635,187) | (1,681,725) |
| Impairment of investment | 269,470 | 1,245,326 |
| Tax (benefit)/expense | (46,966) | 69,709 |
| Depreciation and amortization | 1,057,462 | 1,046,539 |
| Stock based compensation expense | 285,243 | 76,397 |
| Non-cash expenses | 2,556,635 | 493,210 |
| Non-recurring expenses | 1,437,515 | 386,746 |
| Adjusted EBITDA | (438,449) | (1,617,407) |
(1) Fair value changes in financial instruments are considered to be financing costs as they relate to convertible notes and liability-classified preferred stock warrants previously issued in financing transactions. These changes are non-cash as the Company does not have an unconditional obligation to settle the convertible notes and preferred stock warrants in cash. These changes in fair value are affected by the Company’s own share price as these are settleable/convertible into the Company’s Ordinary Shares.
***Limitations
and Reconciliations of Non-GAAP Financial Measures***
Non-GAAP
financial measures have limitations as analytical tools and should not be considered in isolation or as substitutes for financial information
presented under U.S. GAAP. There are a number of limitations related to the use of non-GAAP financial measures versus comparable financial
measures determined under U.S. GAAP. For example, other companies in our industry may calculate these non-GAAP financial measures differently
or may use other measures to evaluate their performance. These limitations could reduce the usefulness of these non-GAAP financial measures
as analytical tools. Investors are encouraged to review the related U.S. GAAP financial measures and the reconciliations of these non-GAAP
financial measures to their most directly comparable U.S. GAAP financial measures and to not rely on any single financial measure to
evaluate our business.
**Liquidity
and Capital Resources**
Since
our incorporation, we have financed our growth through a blend of equity, convertible instruments, debt (including working capital lines),
and customer payments. As of March 31, 2026, we have raised an aggregate of $69.7 million, net of issuance costs, through the issuance of
Ordinary Shares, convertible instruments and preferred stock of Roadzen (DE). Our accumulated deficit stood at $247.5 million as of March
31, 2026, compared to $224.3 million as of March 31, 2025. These accumulated deficits stem from substantial operating losses, which stems
from fair valuation, vesting of RSU, impairment of investment and intangible assets, transaction costs arose from business combination.
These losses have been detailed on the table below. We anticipate that we will continue to experience operating losses and generate negative
cash flows from operations over an extended period due to the planned investments in our business. Consequently, we will need to secure
additional capital resources to support the execution of our strategic initiatives for growing our business in the coming years.
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**Details
of Accumulated deficit:**
| Particulars | FY 2026 (USD millions) | FY 2025 (USD millions) |
| --- | --- | --- |
| Accumulated Deficit (end of year) | (247.5) | 224.3 |
| Non Cash Losses: | | |
| -Fair Value Losses | 56.0 | 52.0 |
| -Stock based compensation Losses | 103.9 | 103.5 |
| -Impairment of Investments & Intangibles | 5.8 | 5.6 |
| -Other non cash losses | 8.6 | 5.5 |
| Transaction Costs – Business Combination | 10.1 | 10.1 |
| Net Operating Losses | 63.4 | 47.6 |
Our
future capital requirements will depend on many factors, including, but not limited to, our growth, our ability to attract and retain
customers, the continued market acceptance of our solutions, the timing and extent of spending to support our efforts to develop our
platform, and the expansion of sales and marketing activities. Further, we may in the future enter into arrangements to acquire or invest
in businesses, products, services and technologies. We will be required to seek additional equity or debt financing. In the event that
additional financing is required, we may not be able to raise it on terms acceptable to us or at all. If we are unable to raise additional
capital when desired, our business, financial condition and results of operations could be adversely affected.
***Cash
Flows***
The
following table shows a summary of our cash flows for the periods presented:
***Operating
Activities***
| Particulars | For the year ended March 31, 2026 | Change amount |
| --- | --- | --- |
| Cash flow from operating activities: | | |
| Net Loss attributable to Ordinary shareholders | (22,516,222) | 50,354,210) |
| Adjustments for cash flow from operation | 6,291,873 | (50,879,344) |
| Changes in working capital | (4,047,053) | (1,604,070)) |
| Net cash used in operating activities | (20,271,402) | (2,129,204)) |
Our
largest sources of cash provided by operations are increases in accounts payables and payments received from our customers. Our primary
uses of cash from operating activities include employee-related expenses, sales and marketing expenses, third-party cloud infrastructure
expenses and other overhead costs.
For
the year ended March 31, 2026, net cash used in operating activities was $20.3 million, compared to $18.1 million for the year
ended March 31, 2025. The cash outflow in the year ended March 31, 2026 was primarily driven by a net loss of $22.5 million,
and net cash outflows of $4.0 million resulting from changes in operating assets and liabilities. These outflows were partially
offset by non-cash adjustments totaling $6.3 million.
Non-cash
charges for the period included:
| - | $4.0 million in fair value losses, |
| --- | --- |
| - | $0.5 million in stock-based compensation expense, |
| - | $2.2 million in depreciation and amortization, |
| - | $0.3 million in impairment of investment $2.6 million in Expected Credit Loss |
These
were partially offset by non-cash gains, notably:
- $2.6 related to non-cash gains, and
- $0.7 million in unrealized foreign exchange gains/(losses).
The
year-over-year increase in net cash used in operating activities reflects the impact of continued investment in strategic initiatives,
increased working capital outflows due to timing differences in collections and payments. Management continues to monitor liquidity closely
and is actively pursuing measures to optimize working capital and align operational costs with revenue growth expectations.
73
***Investing
Activities***
| Particulars | For the year ended March 31, 2026 | Change amount |
| --- | --- | --- |
| Cash flow from investing activities: | | |
| Purchase of property, plant and equipment | (1,009,660) | (584,750)) |
| Proceeds from sale of mutual fund | 112,847 | (196,442) |
| Net Cash used in investing activities | (896,813) | (781,192)) |
Cash used in investing activities was approximately $0.9 million for the year ended March 31, 2026. The cash outflow
was primarily attributable to the capitalization of approximately
$1.0 million in software development expenditures, primarily comprising personnel costs incurred in the creation and enhancement of software
assets.
These outflows
were partially offset by proceeds of approximately $0.1 million from the sale of investments in mutual funds classified as held for sale.
Cash
used in investing activities was $0.1 million for the year ended March 31, 2025, which primarily consisted of $0.4 million of capital
expenditure for new office facilities, partially offset by receipts from investments in mutual funds (held for sale) of $0.3 million.
***Financing
Activities***
| Particulars | For the year ended March 31, 2026 | For the year ended March 31, 2025 |
| --- | --- | --- |
| Cash flow from financing activities: | | |
| Proceeds from issue of ordinary shares | 6,519,429 | 7,073,913) |
| Proceeds from issue of equity shares of subsidiary to Non-controlling interest | 6,645,789 | - |
| Net proceeds/(payments) from borrowings | 8,279,523 | 3,669,290 |
| | | - |
| Net proceeds/(payments) from borrowings | — | 1,000,000) |
| Net cash generated from financing activities | 21,444,741 | 11,743,203 |
We
have generated negative cash flows from operations since our inception and have supplemented working capital through net proceeds from
the issuance of Ordinary Shares as well as the issuance of debt. Cash provided by financing activities was $21.4 million for the year
ended March 31, 2026, which consisted primarily of $6.5 million from the issuance of Ordinary Shares, $6.6 million from issuance of equity shares of subsidiary company and $8.3 million from loans from banks and other parties.
Cash
provided by financing activities was $11.7 million for the year ended March 31, 2025, which consisted primarily of $7.1 million from
the issuance of Ordinary Shares, $1.0 million from the forward purchase agreement and $3.7 million from loans from banks and other parties.
74
*Forward
Purchase Agreement*
On
August 25, 2023, the Company (then named Vahanna Tech Edge Acquisition I Corp.) 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, as summarized in the Current Report on Form 8-K filed by the Company on September 26, 2023
(the “Prior 8-K”). Capitalized terms used but not defined herein have the meanings given to them in the Prior 8-K and/or
the Forward Purchase Agreement.
On
January 30, 2024, the Company and the Seller entered into an amendment to the Forward Purchase Agreement (the “Amendment”).
The Amendment amends the section of the Forward Purchase Agreement regarding a Prepayment Shortfall by providing that the Company has
the option, at its sole discretion, at any time up to 45 days prior to the Valuation Date, to request up to $5 million in Prepayment
Shortfall via ten separate written requests to Seller in the amount of $500,000 each (each, an “Additional Shortfall Request”),
provided that at the time of any Additional Shortfall Request (i) Seller has recovered 117% of the prior Additional Shortfall Request,
if any, via Shortfall Sales and (ii) the VWAP Price over the ten trading days prior to such Additional Shortfall Request multiplied by
the then current Number of Shares less Shortfall Sale Shares held by Seller is at least seven times greater than such Additional Shortfall
Request. In addition, the Amendment amends the section of the Forward Purchase Agreement regarding Prepayment Shortfall Consideration
by eliminating the 180-day period following a Trade Date before Seller may commence selling Recycled Shares and by permitting such sales
without payment by Seller of any Early Termination Obligation until such time as the proceeds from such sales equal 117% (instead of
100% as originally provided in the Forward Purchase Agreement) of the Prepayment Shortfall. During the year ended March 31, 2026, the
Company did not receive any additional payments from the Seller; total cash receipts remain at $4.8 million.
***Contractual
Obligations and Commitments***
The
following table summarizes our contractual obligations as of March 31, 2026:
| Line item | For the year ended March 31, 2026 |
| --- | --- |
| Total | Less than 1 Year |
| 33,285,088 | 17,672,980 |
| 1,278,833 | 471,894 |
| 921,050 | 663,323 |
| 30,245,948 | 30,245,948 |
| 65,730,919 | 49,054,145 |
(1) The amount of debt represents carrying amount of borrowings (excluding interest) which the Company is obligated to repay in cash.
(2) The Company leases office space under non-cancelable operating lease agreements, which expire on various dates through January 2033. The operating lease includes $253,761 of imputed interest due to the implementation of ASC-842.
***Description
of Indebtedness:***
| Particulars | As of March 31, 2026 / Long Term Borrowings | As of March 31, 2026 / Short Term Borrowings | As of March 31, 2025 / Long Term Borrowings | As of March 31, 2025 / Short Term Borrowings |
| --- | --- | --- | --- | --- |
| Loans from banks | 166,924 | 397,274 | 167,177 | 263,846 |
| Secured debentures | 428,729 | — | 1,718,596 | - |
| Convertible debenture | 1,140,753 | — | 1,158,446 | - |
| Convertible Notes | 12,205,415 | — | - | - |
| Current portion of long-term borrowings | (9,829,713) | 9,829,713 | (2,904,444) | 2,904,444 |
| Loan from Related Parties | — | 135,347 | - | 115,086 |
| Loan from Others | 11,500,000 | 7,310,646 | - | 19,486,713 |
| | 15,612,108 | 17,672,980 | 139,775 | 22,770,089 |
**Description
of Operating Leases:**
| Particulars | For the Year ended March 31, 2026 |
| --- | --- |
| Operating Leases: | |
| Short term liabilities | 325,255 |
| Long term liabilities | 699,817 |
| Total operating lease liabilities | 1,025,072 |
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***Secured,
Non-Convertible 2022 Debentures***
One
of our material subsidiaries issued Secured, Non-Convertible Debentures with NP1 Capital Trust with an aggregate principal amount of
$3.7 million during the fiscal year ended March 31, 2023 with varying maturity dates between January 2024 and July 2024 and interest
rates ranging from 19.25% to 20.00% per year. On September 30, 2024 the Company entered into an amendment agreement restructuring the
principal repayments and extending the maturity date to March 31, 2025. The Company did not honor the repayment of the above debentures
as of the amended date, and has obtained an extension from the lender up to November 30, 2025. In October 2025, the Company entered into
negotiations with the lender to settle all principal and accrued interest, including late payment charges, partly in cash and partly
in equity of the Company’s Indian subsidiary. During the quarter, the Company repaid an aggregate amount of $1,289,867 towards
the outstanding secured debentures. As of the reporting date, the outstanding balance was $428,729.
***Senior
Secured Mizuho Notes***
On
June 30, 2023, Roadzen entered into a Note Purchase Agreement (the “Note Purchase Agreement”) with Mizuho Securities USA
LLC (“Mizuho”), as administrative agent and collateral agent, and as a purchaser, pursuant to which Mizuho purchased an aggregate
principal amount of $7,500,000 of senior secured notes (the “Mizuho Notes”). The Mizuho Notes bear interest at a rate of
15.0% per annum, which will automatically increase by 5% if we fail to prepay the Mizuho Notes upon the occurrence of certain mandatory
prepayment events as set forth in the Note Purchase Agreement; however, we may prepay all or any portion of the Mizuho Notes prior to
maturity at our option without penalty.
As
a condition precedent to closing under the Note Purchase Agreement, Roadzen entered into a Security Agreement, pursuant to which each
of the Loan Parties granted a first priority lien on substantially all of its assets to Mizuho, as administrative agent and collateral
agent for the Purchasers.
76
The
Note Purchase Agreement contains certain covenants that restrict the Note Parties’ ability to, among other things, transfer or
sell assets, create liens, incur indebtedness, make payments and investments and transact with affiliates. Additionally, the Loan Parties
are collectively required to maintain a cash reserve of at least $1 million in the aggregate to satisfy the minimum liquidity condition
as set forth in the Note Purchase Agreement.
The
Note Purchase Agreement provides for customary events of default, if not cured or waived, would result in the acceleration of substantially
all of the outstanding debt and interest owed under the Mizuho Notes (and any other debt containing a cross-default or cross-acceleration
provision) and default interest of an additional two percent (2.0%) for so long as an event of default is continuing.
The
Mizuho Notes were originally scheduled to mature on June 30, 2024. On June 30, 2024, Mizuho granted to the Company a waiver of payment
until July 31, 2024. 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, 2024. Terms of the
notes were 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. On December 31, 2024, and again on January 31, 2025 while Amendment No. 2 to the senior secured notes were being
drafted, Mizuho granted to the Company a waiver of payment until January 31, 2025 and then February 28, 2025.
On
February 28, 2025, the Company entered into Amendment No. 2 to the Note Purchase Agreement (the “Second Amendment”), by and
among the Company, Roadzen, Inc., a wholly-owned subsidiary of the Company (the “Issuer”), the subsidiary guarantors party
thereto (the “Guarantors”) and Mizuho, as administrative agent and collateral agent (in such capacity, the “Agent”)
and as a purchaser thereunder (in such capacity, the “Purchaser”), which amended the Note Purchase Agreement, dated as of
June 30, 2023 (as previously amended), by and among the Issuer, the Guarantors, the Agent and the Purchaser. Among other things, the
Amendment provides for (i) an extension of the maturity date of the $11.5 million in principal amount of senior secured notes issued
under the Note Purchase Agreement (the “Notes”) from December 31, 2024 to December 31, 2025 and (ii) the joinder of the Company
as an additional Guarantor under the Note Purchase Agreement. In addition, the Company agreed to file, by March 30, 2025, a registration
statement registering the resale of the Company’s ordinary shares, par value $0.0001 per share (“Ordinary Shares”),
issuable upon exercise of the Warrant (as defined below) and to use its reasonable best efforts to have such registration statement effective
as soon as practicable after filing.
Also
on February 28, 2025, in connection with the Second Amendment, the Company issued to the Purchaser an amended and restated warrant (the
“Warrant”) to purchase an additional 104,566 Ordinary Shares at an exercise price of $0.001 per share, for a total of up
to 1,537,083 Ordinary Shares at an exercise price of $0.001 per share. The Warrant amends, restates and supersedes in its entirety the
warrant to purchase up to 1,432,517 Ordinary Shares at an exercise price of $0.001 per shares issued to the Purchaser on May 14, 2024
pursuant to the terms of the Note Purchase Agreement.
On
November 4, 2025, the Company announced it had reached an agreement in principle with Mizuho to further extend the maturity date from
December 31, 2025 to June 30, 2027. On January 10, 2026, and again on February 9, 2026 while Amendment
No. 4 to the senior secured notes was being drafted, Mizuho granted to the Company a waiver of payment until January 31, 2026 and then
February 28, 2026. On June 26, 2026 the Company and Mizuho entered into Amendment No. 4 to the Note Purchase Agreement, extending the
maturity date to July 7, 2027. See Item 9B below for more information.
Roadzen
used the proceeds of the Mizuho Notes to support general corporate and working capital requirements and for other general corporate purposes.
***December
2023 Junior Unsecured Convertible Debenture***
On
December 15, 2023, the Company issued a Securities Purchase Agreement (the “December 2023 Convertible SPA”), among the Company
and the investors party thereto from time to time. Pursuant to the terms of the December 2023 Convertible SPA, the Company may issue
and sell an aggregate of up to $50 million in principal amount of convertible debentures (the “December 2023 Convertible Debentures”),
on a private placement basis (collectively, the “December 2023 Private Placement”). The Company held an initial closing of
the December 2023 Private Placement, at which it received $400,000 in proceeds on December 15, 2023. On January 19, 2024, the Company
issued an additional convertible debenture under the December 2023 Convertible SPA in the principal amount of $500,000 to Supurna VedBrat
(the “VedBrat Debenture”), a director of the Company, for a purchase price equal to the principal amount of the VedBrat Debenture.
Also on January 19, 2024, Ms. VedBrat became a party to the December 2023 Convertible SPA and entered into a letter agreement with the
Company (the “Letter Agreement”) with respect to her investment in the Company pursuant to the VedBrat Debenture. On February
7, 2024 the Company issued an additional convertible debenture under the December 2023 Convertible SPA in the principal amount of $200,000
and may sell additional Debentures at additional closings from time to time.
77
The
December 2023 Convertible Debentures bear interest, in arrears, at a rate of 13% per annum, payable semi-annually commencing on June
15, 2024, and matured on December 15, 2025. Interest is payable in kind, subject to the right of the Company to make any interest payments
in cash. The Debentures are convertible into the Company’s Ordinary Shares, at the election of the holder at any time at an initial
conversion price of $10.00 per Ordinary Share (the “Conversion Price”). The Conversion Price is subject to customary adjustments
for stock dividends, stock splits, reclassifications and the like. In addition, if the average volume weighted average price of the Ordinary
Shares for the 30 trading days immediately preceding December 15, 2024 (the “Average VWAP”) is less than the Conversion Price
then in effect, the Conversion Price will be adjusted to an amount equal to such Average VWAP, subject to a floor of 85% of the Conversion
Price then in effect. In addition, as the Average VWAP was less than the Conversion Price then in effect, the Conversion Price was adjusted
to $8.50, an amount equal to 159,995 Ordinary Shares, as of December 15, 2024. The Company has the right to require the Debentures to
be converted into Ordinary Shares if the closing price of the Ordinary Shares exceeds 130% of the then-applicable Conversion Price for
any 20 trading days within a consecutive 30 trading day-period.
The
indebtedness evidenced by the December 2023 Convertible Debentures is subordinate to all other indebtedness of the Company. The Company
has agreed in the December 2023 Convertible Debentures that it will not, while the December 2023 Convertible Debentures remain outstanding,
incur additional indebtedness other than indebtedness (i) evidenced by other December 2023 Convertible Debentures, (ii) senior to the
December 2023 Convertible Debentures in an aggregate principal amount of no more than $50 million and (iii) pari passu or junior to the
December 2023 Convertible Debentures in an aggregate principal amount of no more than $50 million. The December 2023 Convertible Debentures
contain customary events of default, including defaults in payment or performance that remain uncured after specified cure periods and
certain events of bankruptcy.
Pursuant
to the terms of the Letter Agreement, the Company has (i) granted Ms. VedBrat certain most favored nations rights with respect to future
issuances of securities while the VedBrat Debenture is outstanding and (ii) agreed to issue to Ms. VedBrat, warrants to purchase a number
of Ordinary Shares equal in value as of December 15, 2023 to ten percent (10%) of the original principal balance of the VedBrat Debenture,
at an exercise price of $8.50 per share. The Company entered into a substantially similar letter agreement with the first investor that
purchased December 2023 Convertible Debentures at the initial closing under the December 2023 Convertible SPA.
As
of the reporting date, the Company has not honored the repayment and no conversion option under the debentures had also been exercised.
***Senior
Secured 2024 Notes***
On
March 28, 2024, the Company entered into a Securities Purchase Agreement (the “March 2024 SPA”) with Supurna VedBrat and
Krishnan-Shah Family Partners, LP (together, the “2024 Purchasers”). 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. Each of
the 2024 Purchasers purchased $500,000 in principal amount of the 2024 SPA Notes on the date of the March 2024 SPA (the “March
2024 Notes”). On May 23, 2024, Ms. VedBrat purchased an additional $500,000 in principal amount of the 2024 SPA Notes (the “May
2024 Note”).
Pursuant
to the terms of the March 2024 SPA, the Company may issue and sell up to an additional $2.0 million in aggregate principal amount of
the 2024 SPA Notes to one or more other purchasers. The March 2024 SPA contains covenants by the Company, including requirements to cause
each of its subsidiaries (other than certain excluded subsidiaries) to guaranty the Company’s obligations under the 2024 SPA Notes
and to take certain actions required to grant the 2024 Purchasers perfected security interests in the assets of the Company and its subsidiaries
(subject to the existing liens of Mizuho). Pursuant to the terms of the March 2024 SPA, the Company and the 2024 Purchasers will enter
into the Buyer Security Documents as defined in the March 2024 SPA.
78
The
2024 SPA Notes bear interest at a rate of 17.5% per annum and mature on the six-month anniversary of funding of the respective note (the
“Initial Rate Adjustment Date”). Interest is payable in cash or in kind, at the option of the Company, on each three month
anniversary of funding through the Initial Rate Adjustment Date (after which date all interest is payable in cash unless the parties
agree to payment in kind). The Company’s failure to repay all principal and accrued interest by the Initial Rate Adjustment Date
would not constitute an event of default under the applicable 2024 SPA Note, however, the interest rate payable under such 2024 SPA Note
would increase on such date to 19.5% per annum going forward, and thereafter would increase by an additional 200 basis points on each
monthly anniversary of the Initial Rate Adjustment Date until each of the respective 2024 SPA Notes is paid in full, subject to a maximum
interest rate of 29.5% per annum. Following the Initial Rate Adjustment Date, all unpaid principal and accrued interest would be payable
within five business days of the holder’s written demand. If any interest under the 2024 SPA Notes is paid in kind, such payment
would be made through the issuance of that number of the Company’s Ordinary
Shares, calculated by dividing the amount payable by the lowest of (i) $8.00, (ii) the volume-weighted average price (“VWAP”)
of the Ordinary Shares over the 60 trading days ending three trading days prior to the interest payment date, (iii) the opening price
per share of the Ordinary Shares in any public offering of Ordinary Shares after the issuance of the respective 2024 SPA Notes, and (iv)
the price per Ordinary Share after market close on the first day of trading following any such public offering of Ordinary Shares.
The
indebtedness evidenced by the 2024 SPA Notes is intended to rank senior to all outstanding and future indebtedness of the Company, other
than the Company’s outstanding indebtedness to Mizuho, and is to be secured pursuant to the Buyer Security Documents. The 2024
SPA Notes contain covenants of the Company that, among other things, prohibit the Company from incurring additional indebtedness or liens,
subject to certain exceptions, for so long as the 2024 SPA Notes are outstanding. The 2024 SPA Notes contain customary events of default,
including certain defaults in payment or performance and certain events of bankruptcy.
Also
pursuant to the terms of the March 2024 SPA, the Company agreed to issue to each Purchaser warrants (the “March 2024 SPA Warrants”)
to purchase, for each $10,000 in original principal amount of 2024 SPA Notes purchased, 1,000 Ordinary Shares. Each of the March 2024
SPA Warrant will be exercisable at any time during the period commencing on March 28, 2025 (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 VWAP of the Company’s Ordinary Shares (RZDN), 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 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. The March 2024 SPA Warrants have customary anti-dilution protections
in the event the Company declares dividends or distributions on the Ordinary Shares or subdivides, combines or reclassifies its outstanding
Ordinary Shares. On April 22, 2024, the Company issued March 2024 SPA Warrants to purchase 50,000 Ordinary Shares to Krishnan-Shah Family
Partners, LP. On June 20, 2024, the Company issued March 2024 SPA Warrants to purchase 50,000 Ordinary Shares to Ms. VedBrat and on October
27, 2024 issued additional March 2024 SPA Warrants to purchase an additional 50,000 Ordinary Shares to Ms. VedBrat in connection with
her purchase of the May 2024 Note.
During
the quarter ended December 31, 2025, the Company paid the full principal and all accrued interest for the March 2024 Note sold to Krishnan-Shah
Family Partners, LP, and one March 2024 Note sold to Ms. VedBrat was partially paid, with the balance paid off subsequently to the reporting
date. As of the reporting date, the outstanding balance on the remaining note was $668,258.
***Junior
Convertible November 2025 Debentures***
On
November 20, 2025, the Company entered into a securities purchase agreement (the “November SPA”) 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 $5,555,555 (each, a “November Note” and collectively, the “November Notes”)
that may be convertible into the Company’s Ordinary Shares. On November 20, 2025, the Company completed the sale and issued the
November Notes to the Investor.
79
The
November Notes were sold for a gross purchase price of $5,000,000 before fees and other expenses. The November Notes will mature eighteen
months from the date of issuance and will bear interest at a rate of 14% per year (increasing to 18% upon the occurrence and during the
continuation of an event of default). $925,000 of the principal amount of the November Notes (less any portion thereof previously converted
by the holders), together with accrued but unpaid interest, is payable quarterly, commencing three months after the date of issuance.
The November Notes will have an initial conversion price of $2.25 (the “November Conversion Price”) 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. The November
Conversion Price is 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 November Notes at any time upon at least five trading days’ written
notice by paying an amount equal to the principal amount of the November 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 “November Make Whole Amount”).
Pursuant
to the terms of the November Notes, the Company will agree not to effect the conversion of any portion of the November Notes, and the
holders of the November Notes (the “November Holders”) will not have the right to convert any portion of the November Notes,
to the extent that after giving effect to such conversion, each November Holder together with the other Attribution Parties (as defined
in the November Notes) collectively would beneficially own in excess of 4.99% (the “Maximum Percentage”) of the Ordinary
Shares outstanding immediately after giving effect to such conversion. Upon delivery of a written notice to the Company, the November
Holder may from time to time increase or decrease the Maximum Percentage to any other percentage not in excess of 9.99% as specified
in such notice; provided that (i) any such increase in the Maximum Percentage will not be effective until the sixty-first (61st) day
after such notice is delivered to the Company and (ii) any such increase or decrease shall apply only to the November Holder and the
other Attribution Parties and not to any other holder of November Notes that is not an Attribution Party of the November Holder.
Upon
the occurrence of an Event of Default (as defined in the November Notes), the November Holders will have the right to (i) either require
the Company to redeem all or any portion of the November Notes, (ii) or, in the case of a failure to make a required quarterly payment
under the November Notes, convert all or any portion of the November Notes at a price equal to the Event of Default Conversion Price
(as defined in the November Notes). The Company will also agree not to enter into or be party to a Fundamental Transaction (as defined
in the November Notes) unless (i) the Successor Entity (as defined in the November Notes) (if other than the Company) assumes in writing
all of the obligations of the Company under the November Notes and the other Transaction Documents in accordance with the provisions
of the November Notes prior to such Fundamental Transaction, or (ii) at or prior to the consummation of the Fundamental Transaction,
the Company redeems the November Notes in full by paying to the holder an amount in cash representing all outstanding Principal, accrued
and unpaid Interest (including Default Interest, as applicable) and November Make-Whole Amount.
On
January 20, 2026, the Company and the Investor entered into an Amendment to Securities Purchase Agreement and Junior Convertible Note
(the “Amendment”), which amended certain of the terms of the junior convertible notes issued to the Investor in November
2025 (the “November Notes”) pursuant to the terms of that certain Securities Purchase Agreement dated as of November 20,
2025, as described in the Current Report on Form 8-K filed by the Company on November 20, 2025. Among other things, the Amendment adds
to the November Notes certain cross-default provisions with respect to the Notes and certain covenants contained in the Notes.
During
the quarter ended March 31, 2026, the November Holders converted $100,000 of principal, accrued and unpaid interest and Make-Whole Amount,
in exchange for 98,096 Ordinary Shares.
***Junior
Convertible January 2026 Debentures***
On
January 19, 2026, the Company entered into a securities purchase agreement (the “January SPA”) with an institutional investor
(the “Investor”) under which the Company agreed to issue and sell, in a registered public offering, junior convertible notes
(each, a “January Note” and collectively, the “January Notes”) for up to an aggregate principal amount of $5,555,555
that may be convertible into the Company’s Ordinary Shares. The closing of the issuance and sale of the Notes occurred on January
20, 2026.
80
The
January Notes were sold for a gross purchase price of $5,000,000 before fees and other expenses. The January Notes will mature on June
20, 2027 and will bear interest at a rate of 14% per annum (increasing to 18% per annum upon the occurrence and during the continuation
of an event of default). $925,000 of the principal amount of the January Notes (less any portion thereof previously converted by the
holders), together with accrued but unpaid interest, is payable quarterly, commencing three months after the date of issuance. The January
Notes will have an initial conversion price of $3.50 (the “January Conversion Price”) 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. The January Conversion Price
is subject to customary adjustments upon any stock split, stock dividend, stock combination, recapitalization or similar event, as well
as upon certain equity financings at a price below the January Conversion Price then in effect. The Company may redeem all or any portion
of outstanding January Notes at any time upon at least 20 trading days’ written notice by paying an amount equal to the principal
amount of the January 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 “January Make Whole Amount”),
subject to certain conditions, including that the volume weighted average price of the Ordinary Shares is less than the January Conversion
Price then in effect.
Pursuant
to the terms of the January Notes, the Company has agreed not to effect the conversion of any portion of the January Notes, and the holders
of the January Notes (the “January Holders”) will not have the right to convert any portion of the January Notes, to the
extent that after giving effect to such conversion, each January Holder together with the other Attribution Parties (as defined in the
January Notes) collectively would beneficially own in excess of 4.99% (the “Maximum Percentage”) of the Ordinary Shares outstanding
immediately after giving effect to such conversion. Upon delivery of a written notice to the Company, the January Holder may from time
to time increase or decrease the Maximum Percentage to any other percentage not in excess of 9.99% as specified in such notice; provided
that (i) any such increase in the Maximum Percentage will not be effective until the sixty-first (61st) day after such notice is delivered
to the Company and (ii) any such increase or decrease shall apply only to the January Holder and the other Attribution Parties and not
to any other holder of January Notes that is not an Attribution Party of the January Holder.
Upon
the occurrence of an Event of Default (as defined in the January Notes), the January Holders will have the right to (i) either require
the Company to redeem all or any portion of the January Notes, (ii) or, in the case of a failure to make a required quarterly payment
under the January Notes, convert all or any portion of the January Notes at a price equal to the Event of Default Conversion Price (as
defined in the January Notes). The Company will also agree not to enter into or be party to a Fundamental Transaction (as defined in
the January Notes) unless (i) the Successor Entity (as defined in the January Notes) (if other than the Company) assumes in writing all
of the obligations of the Company under the Notes and the other Transaction Documents in accordance with the provisions of the January
Notes prior to such Fundamental Transaction, or (ii) at or prior to the consummation of the Fundamental Transaction, the Company redeems
the January Notes in full by paying to the holder an amount in cash representing all outstanding Principal, accrued and unpaid Interest
(including Default Interest, as applicable) and January Make-Whole Amount.
On
May 22, 2026, the Company entered into a Third Amendment to Securities Purchase Agreement and Junior Convertible Notes (the “Third
Amendment”), which amended certain of the terms of (i) the November SPA, (ii) the November Note, and (iii) the January Note. Among
other things, the Third Amendment amends the November Note to (i) change the dates on which the “Installment Amounts” otherwise
due under the November Note on April 21, 2026 and May 21, 2026 are due to July 20, 2026, (ii) add a provision that would adjust the “Conversion
Price” of the November Note in the event of certain equity financings below the Conversion Price then in effect, equivalent to
the provision in the January Note and (iii) remove the provision that required the Company to use up to 25% of the net proceeds of “Subsequent
Placements” to redeem all or a portion of the November Note. The Third Amendment also (i) changes the date on which the “Installment
Amount” otherwise due under the January Note on May 20, 2026 is due to July 20, 2026, and (ii) extends the termination date of
the Investor’s right to participate in certain financings by the Company to December 20, 2027. Also pursuant to the Third Amendment,
the Company is required to use commercially reasonable efforts to obtain the approval, for purposes of Nasdaq Listing Rules, of its shareholders
to issue a number of the Company’s Ordinary Shares upon conversion of the November Note and the January Note in excess of 20% of
the total number of Ordinary Shares outstanding as of November 20, 2025.
81
***Underwritten
Public Offerings***
On
July 27, 2025, the Company entered into a placement agency agreement (the “Agency Agreement”) with Maxim Group LLC (the “Placement
Agent”) pursuant to which the Company agreed to issue and sell directly to an investor, in a best efforts offering (the “July
Offering”), of 1,730,769 of the Company’s Ordinary Shares, at an offering price of $1.30 per share. The July Offering closed
on July 29, 2025. The Company received gross proceeds of $2,249,999.70 in connection with the July Offering, before deducting Placement
Agent fees and other Offering expenses payable by the Company. As part of its compensation for acting as Placement Agent for the July
Offering, the Company paid the Placement Agent a cash fee of 6.0% of the aggregate gross proceeds and $25,000 as reimbursement of the
Placement Agent’s accountable expenses.
***Debt
Exchange***
On
December 27, 2024, the Company entered into a subscription agreement (the “Exchange Agreement”) with related party Avacara
PTE Ltd. (“Avacara”). Pursuant to the terms of the Subscription Agreement, on that date, approximately $0.13 million in aggregate
of liabilities of the Company to such entity was canceled in exchange for the issuance of an aggregate of 104,000 Ordinary Shares (the
“Exchange Shares”). The Company’s Chief Executive Officer, Rohan Malhotra, is the principal owner and Managing Partner
of Avacara, a significant shareholder of the Company.
The
Subscription Agreement includes customary “piggyback” registration rights, as well as demand registration rights which require
the Company to register the Exchange Shares if requested by Avacara.
**Off-Balance
Sheet Financing Arrangements**
We
have no obligations, assets or liabilities, which would be considered off-balance sheet arrangements as of March 31, 2026. We do not
participate in transactions that create relationships with unconsolidated entities or financial partnerships, often referred to as variable
interest entities, which would have been established for the purpose of facilitating off-balance sheet arrangements. We have not entered
into any off-balance sheet financing arrangements, established any special purpose entities, guaranteed any debt or commitments of other
entities, or purchased any non-financial assets.
**Quantitative
and Qualitative Disclosures about Market Risk**
We
are exposed to market risks in connection with our business, which primarily relate to fluctuations in interest rates and foreign exchange
risks.
***Interest
Rate Risk***
Cash
and loans
As
of March 31, 2026, we had $6.8 million of cash and cash equivalents, including $0.2 million of non-current restricted cash, and $33.3
million of repayable debt in the form of loans from banks and other parties. Our cash and cash equivalents and loans are held for working
capital purposes. As of March 31, 2026, we do not believe a hypothetical 10% increase or decrease in interest rates during any of the
periods presented would have had a material impact on our consolidated financial statements.
Convertible
Notes
As
of March 31, 2026, we have no variable rate convertible notes outstanding.
82
***Foreign
Currency Exchange Risk***
Transaction
Exposure
Our
results of operations and cash flows are subject to fluctuations due to changes in foreign currency exchange rates. All our revenue
is generated in local currencies. Our expenses are generally denominated in the currencies of the jurisdictions in which we conduct
our operations, which are primarily in India, China, the U.K. and the U.S. Our results of operations and cash flows are, therefore,
subject to fluctuations due to changes in foreign currency exchange rates and may be adversely affected in the future due to changes
in foreign exchange rates. The effect of a hypothetical 10% change in foreign currency exchange rates applicable to our business
would not have a material impact on our historical consolidated financial statements. To date, we have not engaged in any hedging
strategies. As our international operations grow, we will continue to reassess our approach to manage our risk relating to
fluctuations in currency rates.
Translation
Exposure
We
are also exposed to foreign exchange rate fluctuations as we translate the financial statements of our foreign subsidiaries into U.S.
dollars. If there is a change in foreign currency exchange rates, the translating adjustments resulting from the conversion of our foreign
subsidiaries’ financial statements into U.S. dollars would result in a gain or loss recorded as a component of accumulated other
comprehensive loss which is part of stockholders’ equity.
***Price
Risk***
We
have invested in common stock of a private company, Moonshot — Internet SAS which was accounted for under the measurement alternative.
This investment is considered as long-term, strategic investments. Valuations of our equity investments in private companies are inherently
more complex due to the lack of readily available market data. Volatility in the global economic climate and financial markets could
result in a significant impairment charge relating to our non-marketable equity securities. Further, observable transactions at lower
valuations could result in significant losses on our non-marketable equity securities.
**Critical
Accounting Policies and Estimates**
We
believe that certain accounting policies involve a high degree of judgment and complexity. The application of accounting policies and
preparation of our consolidated financial statements in conformity with GAAP require us to make estimates and judgments that affect the
amounts reported in those financial statements and accompanying notes. Although we believe that the estimates we use are reasonable,
due to the inherent uncertainty involved in making those estimates, actual results reported in future periods could differ from those
estimates. The critical accounting estimates, assumptions and judgments that we believe have the most significant impact on our consolidated
financial statements are described in our consolidated financial statements. These estimates involve estimating allowance for accounts
receivable, 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. See Note 2 to our consolidated financial statements appearing elsewhere in this Annual Report for a description
of our significant accounting policies involving these estimates and judgments.
**Emerging
Growth Company Status**
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.
83
**Recent
Accounting Standards**
Management
is currently evaluating the impact of any recently issued, but not yet adopted, accounting standards, on its consolidated financial statements.
**Item
7A. Quantitative and Qualitative Disclosures About Market Risk.**
Not
required for smaller reporting companies.
**Item
8. Financial Statements and Supplementary Data.**
The
financial statements required to be filed pursuant to this Item 8 are appended to this Annual Report. An index of those financial statements
is found in Item 15 of Part IV of this Annual Report.
**Item
9. Changes in and Disagreements With Accountants on Accounting and Financial Disclosure.**
None.
**Item
9A. Controls and Procedures.**
**Limitations
on effectiveness of controls and procedures**
In
designing and evaluating our disclosure controls and procedures, management recognizes that any controls and procedures, no matter how
well designed and operated, can provide only reasonable assurance of achieving the desired control objectives. In addition, the design
of disclosure controls and procedures must reflect the fact that there are resource constraints and that management is required to apply
judgment in evaluating the benefits of possible controls and procedures relative to their costs.
**Evaluation
of disclosure controls and procedures**
Our
management, with the participation of our Chief Executive Officer and Chief Financial Officer, has evaluated, as of the end of the period
covered by this Annual Report, the effectiveness of Roadzen’ disclosure controls and procedures (as defined in Rules 13a-15e and
15d-15e under the Exchange Act). Based on such evaluation, our Chief Executive Officer and Chief Financial Officer concluded that Roadzen’
disclosure controls and procedures were effective at the reasonable assurance level.
**Management’s
annual report on internal control over financial reporting**
As
required by SEC rules and regulations implementing Section 404 of the Sarbanes-Oxley Act, our management is responsible for establishing
and maintaining adequate internal control over financial reporting (as defined in Rules 13a-15(f) and 15d-15(f) under the Exchange Act).
Roadzen’ internal control over financial reporting was designed to provide reasonable assurance regarding the reliability of financial
reporting and the preparation of our financial statements for external reporting purposes in accordance with GAAP. Roadzen’ internal
control over financial reporting includes those policies and procedures that:
(1) pertain to the maintenance of records that, in reasonable detail, accurately and fairly reflect the transactions and dispositions of the assets of our company,
(2) provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance with GAAP, and that our receipts and expenditures are being made only in accordance with authorizations of our management and directors, and
(3) provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use or disposition of our assets that could have a material effect on the financial statements.
84
Our
management conducted an assessment of the effectiveness of our internal control over financial reporting based on the criteria set forth
by the Committee of Sponsoring Organizations of the Treadway Commission (COSO) in “Internal Control — Integrated Framework
(2013).” Based on this assessment, our management concluded that our internal control over financial reporting was effective as
of March 31, 2026.
**Attestation
report of the registered public accounting firm**
This
Annual Report does not include an attestation report of our independent registered public accounting firm due to an exemption established
by the JOBS Act for “emerging growth companies.”
**Changes
in internal control over financial reporting**
There
were no changes in our internal control over financial reporting (as defined in Rules 13a-15(f) and 15d-15(f) under the Exchange Act)
during the year ended March 31, 2026 that have materially affected, or are reasonably likely to materially affect, our internal control
over financial reporting.
**Item
9B. Other Information.**
**Mizuho Agreements**
On June 26, 2026, the Company entered
into Amendment No. 4 to the Note Purchase Agreement (the “Fourth Amendment”), by and among the Company, Roadzen (DE), the
Guarantor and Mizuho, which amended the Note Purchase Agreement. Among other things, the Amendment provides (i) for an extension
of the maturity date of the $11.5 million in principal amount of the Mizuho Notes from December 31, 2025 to July 7, 2027, (ii) that the
Company will, by September 30, 2026, use commercially reasonable efforts to negotiate in good faith to enter into one or more financings
that would result in the reduction, refinancing, or repayment of the outstanding obligations of the Company to Mizuho in full. Also on
June 26, 2026, the Company and Mizuho entered into a fee letter pursuant to which, among other things, the Company and Mizuho agreed
that the $3,000,000 Closing Payment payable by the Company to Mizuho pursuant to the terms of the Termination of Engagement Letters Agreement,
dated as of September 20, 2023, between the Company and Mizuho, will be due and payable on or before July 7, 2027, and that interest
will accrue on the Closing Payment at a rate of 3% per annum from April 1, 2026 until paid in full.
The foregoing descriptions of the
Fourth Amendment and the fee letter do not purport to be complete and are qualified in their entireties by reference to the full text
of the Fourth Amendment and the fee letter, copies of which are filed as Exhibits 10.36 and 10.37, respectively, to this Annual Report
and incorporated herein by reference.
**Insider
Trading Arrangements**
No
director or officer of the Company adopted or terminated any contract, instruction or written plan for the purchase or sale of securities
of the registrant intended to satisfy the affirmative defense conditions of Rule 10b5-1(c); or (ii) any “non-Rule 10b5-1 trading
arrangement” as defined in paragraph (c) of Item 408 of Regulation S-K.
**Item
9C. Disclosure Regarding Foreign Jurisdictions that Prevent Inspections.**
Not
applicable.
**PART
III**
**Item
10. Directors, Executive Officers and Corporate Governance.**
**Management
and Board of Directors**
The
following persons currently serve as Roadzen’s executive officers and directors. For biographical information concerning the executive
officers and directors, see below.
| Name | Age | Position |
| --- | --- | --- |
| Rohan Malhotra | 40 | Chief Executive Officer and Director |
| Jean-Noël Gallardo | 50 | Chief Financial Officer |
| Ankur Kamboj | 44 | Chief Operating Officer |
| Saurav Adhikari | 67 | Director |
| Steven Carlson | 66 | Chairman and Director |
| Supurna VedBrat | 49 | Director |
| Zoë Ashcroft | 60 | Director |
| Diane B. Glossman | 70 | Director |
**Executive
Officers**
**Rohan
Malhotra, Chief Executive Officer**, serves as the Chief Executive Officer and a director of Roadzen. Mr. Malhotra founded Roadzen
(DE) in 2015 and has served as its Chief Executive Officer since its inception. Previously, Mr. Malhotra served as the Chief Executive
Officer of Avacara Global Solutions, an enterprise software and data analytics company that provided product development services to
Fortune 500 companies, from June 2011 to July 2014. Mr. Malhotra holds a bachelor’s degree in Engineering from NSIT, Delhi University,
India and a master’s degree in Electrical and Computer Engineering from Carnegie Mellon University where he studied robotics, AI
and control systems. We believe that Mr. Malhotra, as the founder of Roadzen, has years of experience operating Roadzen and is committed
to its continued growth, making him a qualified to serve as a director.
85
**Jean-Noël
Gallardo, Chief Financial Officer**, has served as the Chief Financial Officer of Roadzen since January 2024. Prior to his appointment as
Roadzen’s CFO, Mr. Gallardo, served as Roadzen’s Interim Global Chief Financial Officer since October 2023, and prior to
that was Vice President of Finance at Aclaimant, Inc., an Insurtech platform for safety and risk management, from November 2020 to
February 2023. His prior roles include CFO of LJR Holdings, Inc., a privately-held California-based holding company with third-party
claims administrator and managed care subsidiaries, Vice President of Finance for Gallagher Bassett Services, Inc., the risk
management unit of international broker Arthur J. Gallagher & Co., and leading the FP&A function for CNA’s Small
Commercial business. Mr. Gallardo began his career in investment banking, focusing on M&A for middle-market companies throughout
North America. He earned his MBA in Finance from the Kellstadt Graduate School of Business, DePaul University and a Bachelor of
Science, Commerce with major in Finance, at Driehaus College of Business, DePaul University.
**Ankur
Kamboj, Chief Operating Officer**, has served as Chief Operating Officer of Roadzen since April 2017. Prior to Roadzen, Ankur served
as the Head of Network at AXA Assistance – India, where he was responsible for building the assistance network. Additionally, Ankur
held P&L responsibility with multi-brand automotive players like Mahindra and Carnation Auto to build and scale the business in assigned
regions. While at Citi, Ankur led digital marketing for customer acquisition and oversaw new customer onboarding. Ankur also held last
mile communication and sales roles at Samsung and Nestle. Ankur holds a bachelor’s degree in business administration from Punjab
University and a post graduate diploma in management from Institute of Chartered Financial Analysts of India University (ICFAI).
**Director
Resignation and Reduction in Board Size**
On
March 11, 2026, Ajay Shah resigned from the Board of Directors of the Company. Mr. Shah’s resignation was not the result of any
disagreement with the Company on any matter relating to the Company’s operations, policies or practices. In connection with Mr.
Shah’s resignation, and consistent with the Board’s prior determination to reduce the size of the Board as part of its ongoing
governance review, the Board reduced the authorized number of directors from seven to six, effective April 1, 2026. The
Company previously reported Mr. Shah’s resignation on a Current Report on Form 8-K filed with the Securities and Exchange Commission
on March 11, 2026.
The
following sets forth information regarding the Company’s directors as of the date of this Annual Report on Form 10-K.
**Non-Employee
Directors**
**Saurav
Adhikari** serves as an independent director of Roadzen. Mr. Adhikari is a senior global business leader with four decades of deep
domain expertise in global businesses, across technology, fast-moving consumer goods (“FMCG”), and consumer durables sectors
in global markets. During the last two decades, he has served in the technology sector with HCL, a global technology solutions provider,
and as a technology investor. He has served as the founding President of HCL’s startup corporate networking firm, has led a team
as President of HCL’s BPO North America business that established a multi-hundred million dollar IT enabled services business,
and has worked on several multi-hundred million dollar inorganic investments in technology and software, including the acquisition of
Actian (transaction value USD 330 million), carve-outs of multiple IBM product suites, a joint venture between HCL and CSC, and an acquisition
of 51% ownership in BPO and Software joint venture DSL Software in India from 2000 to 2019. This helped HCL pivot to a leading intellectual
property led solutions company. He has built deep relationships in global private equity and venture capital firms, while creating large,
successful, value-based partnerships between HCL and private equity owned technology and technology-enabled businesses, which are considered
groundbreaking in the industry. At HCL, he held various senior executive positions from 2000 to 2019, the last being President, Corporate
Strategy, working directly with the Founder & Chairman with oversight across the group’s business, as well as the not-for-profit
Shiv Nadar Foundation. Mr. Adhikari has been a board member of three publicly listed companies on BSE & NSE in India - Goodricke
Group Ltd, an owner-operator of tea estates across India since 2019, Accelya Solutions India Ltd., a technology solutions provider to
the air transport industry since 2022, and Zee Entertainment Enterprises Ltd., India’s largest regional TV/OTT channel, since 2025,
and IFB Industries, an engineering and consumer durables firm since 2026. He is also on the board of Bridgeweave Ltd, UK, a privately
held AI-based financial technology (“fintech”) company since 2021. He works as a technology advisor and investor with interests
across AI-based fintech and healthcare firms, as well as analytics, IoT and logistics firms. He also serves as a Senior Advisor to the
Shiv Nadar Foundation’s not-for-profit institutions and is a board member of Shiv Nadar University, India. His prior experience
also includes several global senior leadership and executive roles across Unilever, PepsiCo and Groupe SEB. Mr. Adhikari received his
MBA from Bombay University, his Bachelor’s in Arts (Honors) in Economics from Delhi University, India, and his AMP from INSEAD
Fontainebleau, France. Mr. Adhikari served as Chairman of Vahanna from June 2021 until the closing of the Business Combination, and has
been serving as a director of Roadzen since September 2023. Mr. Adhikari is qualified to serve as a director because of his decades of
experience operating and growing companies in the technology sector and valuable network formed during his professional career.
86
**Steven
Carlson** serves as Chairman and a director of Roadzen. Mr. Carlson served as an independent director of Quantum Fintech
Acquisition Corp., a special purpose acquisition company, from February 2021 until the completion of its business combination with AtlasClear Holdings, Inc. (NYSE Amex: ATCH) (“AtlasClear”)
in February 2024. He then served as a director with AtlasClear from February 2024 to December 2024, and has served as a director since
re-joining the board in September 2025. Since 2016, Mr. Carlson has served as Co-Chairman of
Magellan Global, a financial services holding company that owns Marco Polo Exchange, which in turn owns Marco Polo Securities, Inc.,
a distribution platform enabling foreign financial services firms to market their products in the United States and other select
jurisdictions worldwide. He serves as Co-Chairman of Marco Polo Exchange and CEO of Marco Polo Securities, Inc. Mr. Carlson is also
the Managing Partner of Pi Capital International LLC, a global advisory firm headquartered in New York City that provides capital
raising, M&A advisory, and general corporate advisory services. Securities are offered through its affiliate, Marco Polo
Securities, Inc. Before founding Pi Capital, Mr. Carlson was President and Head of Investment Banking at INTL FCStone Financial Inc.
(“INTL”) from 2010 to 2016. Prior to that, he was the founder, Chairman, and Chief Executive Officer of the Provident
Group, a boutique investment banking firm providing capital raising, M&A, and other corporate finance advisory services to
clients globally. Provident Group was acquired by INTL in 2010. Prior to forming Provident in December 1998, Mr. Carlson was a
Managing Director at Lehman Brothers, where he held various senior positions, including Global Head of Emerging Markets, Head of the
Institutional Client Group, and roles on the mortgage-backed securities trading desk and research team. Mr. Carlson began his career
at Fannie Mae. Mr. Carlson earned a Bachelor of Arts in Economics from the University of Maryland and a Master’s degree in
Public Policy from the Kennedy School of Government at Harvard University. We believe Mr. Carlson is well qualified to serve as a
director due to his more than 30 years of experience in the financial services industry across various leadership positions,
combined with his extensive investment banking and entrepreneurial background, including founding and leading multiple successful
businesses.
**Supurna
VedBrat** serves as a director of Roadzen. Ms. VedBrat currently provides consulting and advisory services through Amber Consulting
and Advisory services. Ms. VedBrat served as Head of Global Trading at BlackRock from July 2011 to February 2023 and oversaw the company’s
trading function across asset classes and regions. At BlackRock, she was responsible for driving innovation and setting the trading platform’s
strategic vision focused on growth and sustainable scalable trading solutions. Ms. VedBrat also served as a member of the Global Operating
Committee, the Human Capital Committee and Investment Subcommittee at BlackRock. Additionally, Ms. VedBrat served as the President of
Strategic Solutions Consulting from January 2009 to July 2011 and as a fixed income, commodities and distressed debt analyst at Bank
of America from March 2004 to January 2009. Ms. VedBrat’s professional career spans over 28 years in both the U.S. and Europe,
and within the financial and the technology industries. She held various positions at Bank of America, ING Barings in London and Lehman
Brothers in New York. She started her career as a software engineer with IBM at its research center. Ms. VedBrat is passionate about
giving back to the financial community through mentorship, sponsorship and serving on the Board/Advisory board of Women in Financial
Markets (WIFM). Supurna is a recipient of the Financial Markets Luminary award, awarded by WIFM. Ms. VedBrat was recognized and ranked
#8 on the Institutional Investor’s 2018 Trading Tech 40 list, and also received the Markets Media Women in Finance Award for Excellence
in Leadership. Ms. VedBrat has a Computer Science degree from Rutgers University and a Mathematics (Hons) degree from Delhi University,
India. We believe Ms. VedBrat is well qualified to serve as a director because of her business acumen across markets, expertise in the
financial and technology industries, and leadership skills.
87
**Zoë
Ashcroft** serves as a director of Roadzen. She has over thirty years’ experience as a corporate and finance lawyer, advising
clients on complex cross-border transactions including mergers and acquisitions, strategic alliances and joint ventures, investments,
private placements and financings. Ms. Ashcroft co-founded the London office of global law firm Winston & Strawn LLP (“Winston”)
in 2003 and served as the head of the U.K. corporate team until 2023. She was also an elected member of Winston’s global executive
committee from 2015 to 2018 and led the firm’s Women’s Leadership Initiative in London. Before joining Winston, she was an
associate attorney and a partner at Morgan, Lewis & Bockius LLP from 1994 to 2003, where she was the head of the U.K. corporate team
for many years. Ms. Ashcroft currently serves as a director and chair of Carbon Pesa Limited, a UK fintech company in the renewable energy
industry. During her legal career she has been noted in several editions of annual U.K. legal directories such as the Legal 500 U.K.
and Chambers U.K. for her expertise in international corporate and finance transactions. Ms. Ashcroft also serves as a trustee on nonprofit
organizations, such as Sponsors for Educational Opportunity Limited since 2003, which provides mentoring and internship opportunities
across a number of sectors (including investment banking and corporate law) to help prepare talented students for career success, and
the British American Drama Academy, which helps actors and students around the world train with leading actors in the U.K. Additionally,
since 2010, she has served as a trustee of The Climate Change Organization, a not for profit organization focusing on high-impact climate
and energy initiatives with the world’s leading businesses and state and local governments, and was appointed as deputy chair in
2022. Ms. Ashcroft has a Bachelor of Laws from the University of Bristol, U.K. and is qualified as a solicitor of the Supreme Court of
England & Wales. We believe Ms. Ashcroft is well qualified to serve as a director because of her deep experience in navigating sophisticated
cross-border corporate transactions and her leadership skills.
**Diane
B. Glossman** serves as a director of Roadzen. She spent 25 years as a research analyst, retiring as a Managing Director and head of
U.S. bank, brokerage and fintech research at UBS. Prior to UBS, Ms. Glossman was co-head of global bank research and head of Internet
financial services research at Lehman Brothers. Prior to that, she was co-head of U.S. bank stock research at Salomon Brothers where
she worked for nine years. Over her sell-side research career, she specialized in money center banks, trust banks and broker-dealers,
covering all aspects of banking, fintech and financial services. She was a multiple-time member of Institutional Investor’s All-America
Research Team. During her decade on the buy-side, she was responsible for coverage of all financials along with a variety of other industry
sectors. She has served as a member of the board of directors of Barclays Bank Delaware since June 2016 and has chaired its Audit Committee
since December 2018. She has also served on the board of Barclays US LLC since its inception, as chair of the Audit Committee and as
a member of the Governance Committee. From August 2014 through May 2025, she served as a member of the board of directors of Live
Oak Bancshares, a North Carolina-based bank with USD13 billion of assets. She served as the Chair of Live Oak’s Risk Committee
and was a member of both the Audit and Nominations and Governance Committees. Ms. Glossman’s previous board experience includes
serving on the board of directors or board of trustees of WMI Holding, FinServ Acquisition Corp., Ambac Assurance and QBE NA. In addition
to her directorships, Ms. Glossman has also worked as an independent consultant with a number of banks in the U.S. and U.K. on projects
relating to strategy, business execution, and investor communications. Ms. Glossman received a Bachelor of Science in Economics from
the Wharton School at the University of Pennsylvania. We believe Ms. Glossman is well qualified to serve as a director because of her
financial expertise, leadership experience and wide network in the financial industry.
**Composition
of the Roadzen Board of Directors**
When
considering whether directors and director nominees have the experience, qualifications, attributes and skills, taken as a whole, to
enable the Roadzen board to satisfy its oversight responsibilities effectively in light of its business and structure, the Roadzen board
expects to focus primarily on each person’s background and experience as reflected in the information discussed in each of the
directors’ individual biographies set forth above in order to provide an appropriate mix of experience and skills relevant to the
size and nature of its business.
The
Roadzen board consists of six members. Each director will be nominated for a one year term to be elected at the subsequent annual
meeting of the shareholders. At each succeeding annual meeting of the shareholders of Roadzen, each of the successors elected to replace
the directors whose term expires at that annual meeting shall be elected for a one-year term or until the election and qualification
of their respective successors in office, subject to their earlier death, resignation or removal.
**Board
of Directors Meetings**
During
the year ended March 31, 2026, our board met 4 times, including videoconference meetings, the audit committee met 7 times, the compensation
committee met 2 times and the nominating and corporate governance committee met 3 times. All directors attended 75% or more of
the aggregate number of meetings of the board, all of the audit committee members attended 75% or more of the audit committee meetings,
all of the compensation committee members attended 75% or more of the compensation committee meeting, and all of the nominating and corporate
governance committee members attended 75% or more of the nominating and corporate governance committee meetings.
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**Director
Independence**
Nasdaq
listing standards require that a majority of our board of directors be independent. An “independent director” is defined
generally as a person who has no material relationship with the listed company (either directly or as a partner, shareholder or officer
of an organization that has a relationship with the company). Roadzen’s board of directors has six directors. Roadzen has determined
that each of Mr. Adhikari, Ms. VedBrat, Ms. Ashcroft and Ms. Glossman is an “independent director” as defined in the Nasdaq
listing standards and applicable SEC rules. Our independent directors will have regularly scheduled meetings at which only independent
directors are present.
**Officer
and Director Compensation**
***Overview***
The
policies of Roadzen with respect to the compensation of its executive officers are administered by Roadzen’s board in consultation
with its compensation committee. The compensation decisions regarding Roadzen’s executives are based on Roadzen’s need to
retain those individuals who continue to perform at or above Roadzen’s expectations and to attract individuals with the skills
necessary for Roadzen to achieve its business plan. Roadzen intends to be competitive with other similarly situated companies in its
industry.
Roadzen
believes that performance-based and equity-based compensation can be an important component of the total executive compensation package
for maximizing shareholder value while, at the same time, attracting, motivating and retaining high-quality executives.
Roadzen’s
executive officers receive a combination of cash and equity compensation. Roadzen’s compensation committee is charged with performing
an annual review of Roadzen’s executive officers’ cash and equity compensation to determine whether they provide adequate
incentives and motivation to executive officers and whether they adequately compensate the executive officers relative to comparable
officers in other companies. In addition to the guidance provided by its nomination and compensation committees, Roadzen may utilize
the services of third parties from time to time in connection with the hiring and compensation awarded to executive employees. This could
include subscriptions to executive compensation surveys and other databases or use of a third-party compensation consultant.
Roadzen’s
non-employee directors are currently entitled to receive $75,000 in annual compensation for services rendered to Roadzen payable as a
combination of cash and RSUs. The Chairman and the Audit Chair are entitled to receive an extra $35,000 and $15,000, respectively, in
annual compensation.
***Roadzen
2023 Incentive Plan***
Roadzen
adopted the Roadzen 2023 Omnibus Incentive Plan (the “Incentive Plan”), to be administered by the Roadzen board or by a committee
or administrator appointed by the board. The purpose of the Incentive Plan is to give employees of Roadzen (including executive and non-executive
directors and officers as well as consultants) an opportunity to become shareholders of Roadzen, and thereby to participate in its future
long-term success and prosperity. The Incentive Plan includes the following terms and provisions:
- The total number of shares to be issued under the Incentive Plan (in addition to awards assumed pursuant to the Business Combination) shall initially not exceed ten percent of total issued and outstanding Ordinary Shares (subject to annual increases pursuant to an evergreen provision as provided in the Incentive Plan).
- Roadzen’s compensation committee shall review the Incentive Plan and shall make recommendations regarding the terms and conditions (including vesting) of each award, which may be based on (but is not limited to) the employment period or performance conditions or any combination thereof as determined by Roadzen’s compensation committee.
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- Roadzen may set customary lock-up provision for the shares issued under the Incentive Plan as well as customary limitations imposed by its Insider Trading Policy.
- Forfeited shares, which are subject to awards, shall again be available for future grants under the Incentive Plan.
- Awards granted under the Incentive Plan may be subject to participants entering into customary non-compete and non-solicit agreements with Roadzen if determined by Roadzen’s compensation committee and on the terms set by it.
**Committees
of the Board of Directors**
Roadzen’s
board of directors has three standing committees: an audit committee, a compensation committee and a nominating and corporate governance
committee. Subject to phase-in rules and a limited exception, the rules of Nasdaq and Rule 10A under the Exchange Act require that the
audit committee of a listed company be comprised solely of independent directors. Subject to phase-in rules and a limited exception,
the rules of Nasdaq require that the compensation committee of a listed company be comprised solely of independent directors. The charter
of each committee is available on Roadzen’s website.
During
the fiscal year ended March 31, 2026, Mr. Shah served as a member of the Compensation Committee and as a member of the Nominating and
Corporate Governance Committee until his resignation from the Board on March 11, 2026. Effective March 11, 2026, the Board appointed
Mses. Ashcroft and VedBrat to serve as a member of the Compensation Committee and Mr. Adhikari and Ms. VedBrat to serve as a member of
the Nominating and Corporate Governance Committee. The Audit Committee was not affected by Mr. Shah’s resignation.
***Audit
Committee***
Ms.
Glossman, Ms. VedBrat and Mr. Adhikari serve as members of our audit committee. Under the Nasdaq listing standards and applicable SEC
rules, we are required to have at least three (3) members of the audit committee, all of whom must be independent, subject to the exception
described below. Ms. Glossman, Ms. VedBrat and Mr. Adhikari are all independent.
Ms.
Glossman serves as chair of the audit committee. Each member of the audit committee meets the financial literacy requirements of Nasdaq
listing standards and our board of directors has determined that Ms. Glossman is an “audit committee financial expert” as
defined in applicable SEC rules.
The
purpose of the audit committee is, amongst other things, to prepare the audit committee report required by the SEC to be included in
our proxy statement and to assist our board of directors in overseeing and monitoring (i) the quality and integrity of our financial
statements, (ii) our compliance with legal and regulatory requirements, (iii) our independent registered public accounting firm’s
qualifications and independence, (iv) the performance of our internal audit function, and (v) the performance of our independent registered
public accounting firm.
Our
board of directors has adopted a written charter for the audit committee, which is available on our website.
***Compensation
Committee***
Mr.
Adhikari, Ms. Ashcroft and Ms. VedBrat serve as members of our compensation committee. Under the Nasdaq listing standards and applicable
SEC rules, we are required to have at least two (2) members of the compensation committee, all of whom must be independent. Mr. Adhikari,
Ms. Ashcroft and Ms. VedBrat are all independent. Mr. Adhikari serves as chair of the compensation committee.
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The
purpose of the compensation committee, amongst other things, is to assist our board of directors in discharging its responsibilities
relating to (i) setting our compensation programs and compensation of our executive officers and directors, (ii) monitoring our incentive
and equity-based compensation plans, and (iii) preparing the compensation committee report required to be included in our proxy statement
under the rules and regulations of the SEC.
Our
board of directors has adopted a written charter for the compensation committee, which is available on our website. The charter also
provides that the compensation committee may, in its sole discretion, retain or obtain the advice of a compensation consultant, legal
counsel or other adviser and is directly responsible for the appointment, compensation and oversight of the work of any such adviser.
The compensation committee will consider the independence of each adviser, including the factors required by Nasdaq and the SEC, before
engaging or receiving advice from a compensation consultant, external legal counsel or any other adviser.
***Nominating
and Corporate Governance Committee***
Ms.
Ashcroft, Ms. Adhikari and Ms. VedBrat serve as members of our nominating and corporate governance committee. Under the Nasdaq listing
standards and applicable SEC rules, we are required to have at least two (2) members of the nominating and corporate governance committee,
all of whom must be independent. Ms. Ashcroft, Mr. Adhikari and Ms. VedBrat are all independent. Ms. Ashcroft serves as chair of the
nominating and corporate governance committee. The nominating and corporate governance committee is responsible for overseeing the selection
of persons to be nominated to serve on our board of directors. The nominating and corporate governance committee considers persons identified
by its members, management, stockholders, investment bankers and others.
Our
board of directors has adopted a written charter for the nominating and corporate governance committee, which is available on our website.
The guidelines for selecting nominees generally include that persons to be nominated:
- should have demonstrated notable or significant achievements in business, education or public service;
- should possess the requisite intelligence, education and experience to make a significant contribution to the board of directors and bring a range of skills, diverse perspectives and backgrounds to its deliberations; and
- should have the highest ethical standards, a strong sense of professionalism and intense dedication to serving the interests of the stockholders.
The
nominating and corporate governance committee will consider a number of qualifications relating to management and leadership experience,
background and integrity and professionalism in evaluating a person’s candidacy for membership on the board of directors. The nominating
and corporate governance committee may require certain skills or attributes, such as financial or accounting experience, to meet specific
board needs that arise from time to time and will also consider the overall experience and makeup of its members to obtain a broad and
diverse mix of board members. The nominating and corporate governance committee does not distinguish among nominees recommended by shareholders
and other persons.
We
have not formally established any specific, minimum qualifications that must be met or skills that are necessary for directors to possess.
In general, in identifying and evaluating nominees for director, the Roadzen board considers the factors set forth above.
The
nominating and corporate governance committee will review annually the relationships between directors, the Company and members of management
and recommend to the Board whether each director qualifies as “independent” under the Board’s definition of “independence”
and the applicable rules of Nasdaq and the Company’s Corporate Governance Guidelines.
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**Code
of Business Conduct**
We
adopted a new code of business conduct (the “code of business conduct”) that applies to all of our directors, officers and
employees, including our Chief Executive Officer, Chief Financial Officer and Chief Operating Officer, which is available on our website.
Our code of business conduct is a “code of ethics,” as defined in Item 406(b) of Regulation S-K. Copies of the code of business
conduct and charters for each of our committees will be provided without charge upon request from us and are posted on our website. We
will make any legally required disclosures regarding amendments to, or waivers of, provisions of our code of ethics on our Internet website.
**Corporate
Governance Guidelines**
Our
board of directors adopted corporate governance guidelines in accordance with the corporate governance rules of Nasdaq that serve as
a flexible framework within which our board of directors and its committees operate. These guidelines cover a number of areas including
board membership criteria and director qualifications, director responsibilities, board agenda, roles of the chair of the board, principal
executive officer and presiding director, meetings of independent directors, committee responsibilities and assignments, board member
access to management and independent advisors, director communications with third parties, director compensation, director orientation
and continuing education, evaluation of senior management and management succession planning. A copy of our corporate governance guidelines
is posted on our website.
**Delinquent
Section 16(a) Reports**
Section
16(a) of the Securities and Exchange Act of 1934, as amended, requires our officers, directors, and beneficial owners of more than 10%
of our equity securities to timely file certain reports regarding ownership of and transactions in our securities with the Securities
and Exchange Commission. Copies of the required filings must also be furnished to us. Section 16(a) compliance was required during the
fiscal year ended March 31, 2026. To our knowledge, during the fiscal year ended March 31, 2026, all Section 16(a) filing requirements
applicable to our officers, directors and greater than 10% beneficial owners were complied with, except for the following late filings:
(1) a Form 4 for Steven J. Carlson filed on February 19, 2026, reporting one transaction; (2) a Form 4 for Saurav
Adhikari filed on January 27, 2026, reporting one transaction; and (3) Form 4s for Zoe Ashcroft, Steven J. Carlson, Supurna VedBrat, Ajay
Shah and Diane Glossman on January 7, 2026, each reporting one transaction.
**Item
11. Executive Compensation.**
**Introduction**
As
an emerging growth company, Roadzen has opted to comply with the executive compensation disclosure rules applicable to “smaller
reporting companies,” as such term is defined in the rules promulgated under the Securities Act. This section discusses the material
components of the executive compensation program for Roadzen’s named executive officers (“NEOs”) for the fiscal year
ended March 31, 2026 (“Fiscal Year 2026”), including its Chief Executive Officer Rohan Malhotra, Chief Financial Officer
Jean-Noël Gallardo and Chief Operating Officer Ankur Kamboj. Messrs. Malhotra and Gallardo are the only Roadzen NEOs serving in
Fiscal Year 2026 with compensation in excess of $100,000.
This
discussion may contain forward-looking statements that are based on current plans, considerations, expectations and determinations regarding
future compensation programs. Actual compensation programs that Roadzen adopts could vary significantly from historical practices and
currently planned programs summarized in this discussion.
**Roadzen
Executive Compensation Program**
The
objective of Roadzen’s compensation program is to provide a total compensation package to its executives, including its NEOs, that
will enable Roadzen to attract, motivate and retain outstanding individuals, align the interests of our executive team with those of
our shareholders, encourage individual and collective contributions to the successful execution of our short- and long-term business
strategies and reward our executives for performance. The board of directors of Roadzen has historically determined the compensation
for Mr. Malhotra.
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The
Fiscal Year 2026 compensation program for Mr. Malhotra consisted of base salary, as described below and was paid in Indian rupees (“INR”).
Amounts paid in INR have been translated into USD using the exchange rate in effect on the last day of Fiscal Year 2026, which was a
rate of 1 INR to 0.01056 USD.
- **Base Salary.** Mr. Malhotra is paid a base salary commensurate with his skill set, experience, performance, role and responsibilities. For Fiscal Year 2026, Mr. Malhotra’s annual salary was INR 9,000,000 (USD 95,083) through October 31, 2025, then transferred to USD 120,000 effective November 1, 2025.
- **Short-Term Cash Incentives.** For Fiscal Year 2026, Roadzen did not pay Mr. Malhotra a discretionary cash bonus. During Fiscal Year 2026, Roadzen did not grant any short-term cash bonuses to Mr. Malhotra pursuant to any non-equity incentive plan.
- **Short-Term Equity Incentives.** For Fiscal Year 2026, Roadzen did not grant any short-term equity incentive awards to Mr. Malhotra.
- **Long-Term Equity Incentives.** During Fiscal Year 2026, Roadzen did not grant any long-term equity incentive awards to Mr. Malhotra.
The
Fiscal Year 2026 compensation program for Mr. Gallardo consisted of base salary, as described below and was paid in U.S. Dollars (“USD”).
- **Base Salary.** Mr. Gallardo is paid a base salary commensurate with his skill set, experience, performance, role and responsibilities. For Fiscal Year 2026, Mr. Gallardo’s annual salary was USD 250,000.
- **Short-Term Cash Incentives.** For Fiscal Year 2026, Roadzen did not pay Mr. Gallardo a discretionary cash bonus. During Fiscal Year 2026, Roadzen did not grant any short-term cash bonuses to Mr. Gallardo pursuant to any non-equity incentive plan.
- **Short-Term Equity Incentives.** For Fiscal Year 2026, Roadzen did not grant any short-term equity incentive awards to Mr. Gallardo.
- **Long-Term Equity Incentives.** During Fiscal Year 2026, Roadzen did not grant any long-term equity incentive awards to Mr. Gallardo.
The
Fiscal Year 2026 compensation program for Mr. Kamboj consisted of base salary, as described below and was paid in INR. Amounts paid in
INR have been translated into USD using the exchange rate in effect on the last day of Fiscal Year 2026, which was a rate of 1 INR to
0.01056 USD.
- **Base Salary.** Mr. Kamboj is paid a base salary commensurate with his skill set, experience, performance, role and responsibilities. For Fiscal Year 2026, Mr. Kamboj’s annual salary was INR 6,000,000 (USD 63,389).
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- **Short-Term Cash Incentives.** For Fiscal Year 2026, Roadzen did not pay Mr. Kamboj a discretionary cash bonus. During Fiscal Year 2026, Roadzen paid Mr. Kamboj a discretionary cash bonus of INR 1,500,000 (USD 15,847) towards deduction of base salary made during fiscal year 2025.
- **Short-Term Equity Incentives.** For Fiscal Year 2026, Roadzen did not grant any short-term equity incentive awards to Mr. Kamboj.
- **Long-Term Equity Incentives.** During Fiscal Year 2026, Roadzen did not grant any long-term equity incentive awards to Mr. Kamboj.
**Summary
Compensation Table**
The
following table presents information regarding the total compensation awarded to, earned by and paid to Mr. Malhotra, Mr. Gallardo and
Mr. Kamboj for services rendered to Roadzen (and its subsidiaries) in all capacities for the fiscal year ended March 31, 2026 and the
fiscal year ended March 31, 2025.
| Name and Principal Position | Year | Salary ($) | Bonus ($) | Share Awards ($)(2) | Total ($) |
| --- | --- | --- | --- | --- | --- |
| Rohan Malhotra(1) | | | | | |
| Chief Executive Officer | 2026 | 105,465 | — | - | 105,465 |
| | 2025 | 105,163 | - | - | 105,163 |
| Jean-Noël Gallardo | | | | | |
| Chief Financial Officer | 2026 | 250,000 | — | - | 250,000 |
| | 2025 | 250,000 | - | 430,100 | 680,100 |
| Ankur Kamboj(1) | | | | | |
| Chief Operating Officer | 2026 | 63,389 | 15,847 | - | 79,236 |
| | 2025 | 52,582 | — | - | 52,582 |
(1) For Fiscal Year 2026 and Fiscal Year 2025, Messrs. Malhotra and Kamboj’s cash compensation was paid in INR. Amounts paid in INR were translated into USD using the exchange rate in effect on the last day of the fiscal year: for Fiscal Year 2026 – 1 INR = 0.01056 USD, for Fiscal Year 2025 – 1 INR = 0.01168 USD.
(2) Each amount represents the grant date fair value of the RSUs granted during the applicable fiscal year, calculated using the Black-Scholes model. See Note 26 in the F-pages for the assumptions used in calculating this amount. Each Roadzen (DE) RSU was granted on September 18, 2023 with an initial 1-year vesting period per the following table, which was later extended on two occasions for a further period of 1 year each:
| Name | RSU Grant at Roadzen (DE) | Conversion rate to Public Equity | RSU Grant at Roadzen (BVI) |
| --- | --- | --- | --- |
| Rohan Malhotra | 206,400 | 27.212 | 5,616,550 |
| Jean-Noël Gallardo | - | - | 115,000 |
| Ankur Kamboj | 45,936 | 27.212 | 1,250,007 |
**Narrative
Disclosure to the Summary Compensation Table**
***Employee
Benefits***
Messrs.
Malhotra, Gallardo and Kamboj are generally eligible to participate in the health and welfare and other employee benefit programs offered
by Roadzen (or its subsidiaries) on the same basis as other executives in their respective geographies, subject to applicable law.
***Employment
Agreements***
As
of the date of this filing, Mr. Malhotra is not party to an employment agreement with Roadzen (or its subsidiaries). Messrs. Gallardo
and Kamboj are each party to an employment agreement with Roadzen (or its subsidiaries), as described below:
On
March 31, 2017, the Company appointed Ankur Kamboj to serve as the Company’s Chief Operating Officer (“COO”). The employment
agreement is for an indefinite period. Pursuant to the agreement, the Company will pay Mr. Kamboj an annualized base salary of INR 2,400,000
(USD 37,030; 1 INR = 0.015429 USD as of March 31, 2017). Mr. Kamboj was given a salary increase to INR 6,000,000 (USD 63,389; 1 INR =
0.01056 USD as of March 31, 2026) on September 1, 2023.
On
January 4, 2024, the Company appointed Jean-Noël Gallardo to serve as the Company’s Chief Financial Officer (“CFO”).
The employment agreement is for a one-year term with automatic successive one-year renewal terms. Pursuant to the agreement, the Company
will pay Mr. Gallardo an annualized base salary of USD 250,000.
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**Outstanding
Equity Awards at End of Fiscal Year 2026**
Mr.
Malhotra had 5,616,550 Roadzen (BVI) RSUs as of March 31, 2026, which will vest on September 17, 2026.
Mr.
Gallardo had 115,000 Roadzen (BVI) RSUs as of March 31, 2026, which vest on November 21, 2026.
Mr.
Kamboj had 1,250,007 Roadzen (BVI) RSUs as of March 31, 2026, which will vest on September 17, 2026.
The
following table summarizes the outstanding equity awards held by each of our named executive officers as of March 31, 2026, which were
granted under our Incentive Plan:
| Name | Equity Awards / Number of Ordinary Shares underlined options | Equity Awards / Market value of Ordinary Shares underlined options that have not vested | Equity Awards / Equity incentive awards: Number of unearned shares, units or other rights that have not vested (1) | Equity Awards / Equity incentive awards: Market or payout value of unearned shares, units or other rights that have not vested (2) |
| --- | --- | --- | --- | --- |
| Rohan Malhotra | - | $0 | 5,616,550 | $6,739,860 |
| Jean-Noël Gallardo | - | $0 | 115,000 | $138,000 |
| Ankur Kamboj | - | $0 | 1,250,007 | $1,500,008 |
(1) Represents RSUs granted on September 18, 2023 for Messrs. Malhotra and Kamboj, and granted on May 24, 2024 for Mr. Gallardo.
(2) Based on the price of RDZN at the close of trading on March 31, 2026 of $1.20 per share.
**Potential
Payments Upon Termination or Change in Control**
Messrs.
Malhotra and Kamboj were not eligible for any potential payments upon any form of termination or resignation of employment or a change
in control of Roadzen (or its subsidiaries) if such event took place on March 31, 2026, or at any other point during Fiscal Year 2026,
other than as required by local regulations. Mr. Gallardo was eligible to a potential payment upon termination of employment without
cause, or resignation for good reason.
**Director
Compensation**
Roadzen’s
non-employee directors are entitled to receive $75,000 in annual compensation for services rendered to Roadzen for the fiscal year ended
March 31, 2026. The Chairman and the Audit Chair are entitled to receive an extra $35,000 and $15,000, respectively, in annual compensation
for the fiscal year ended March 31, 2026. The following table sets forth information regarding compensation of each director, other than
named executive officers, for the fiscal year ended March 31, 2026, to be paid in cash and RSU grants.
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| Name | Fees Earned or Paid in Cash ($) | Option Awards ($) | All Other Compensation ($) | Total ($) |
| --- | --- | --- | --- | --- |
| Saurav Adhikari | $25,000 | $50,000 | $0 | $75,000 |
| Steven Carlson | $35,000 | $75,000 | $0 | $110,000 |
| Ajay Shah | $25,000 | $50,000 | $0 | $75,000 |
| Supurna VedBrat | $25,000 | $50,000 | $0 | $75,000 |
| Zoë Ashcroft | $25,000 | $50,000 | $0 | $75,000 |
| Diane B. Glossman | $30,000 | $60,000 | $0 | $90,000 |
During
the year, the Company entered into non-qualified stock option agreements with its non-employee directors, in exchange for accrued compensation
previously owed to those directors for the period starting from the Business Combination through March 31, 2025. Pursuant to the terms
of the agreements, each director received options with an exercise price of $2.00 per Ordinary Share, for an aggregate of 1,069,124 Ordinary
Shares that are issuable upon exercise of the options, as follows:
| Name | Option Awards |
| --- | --- |
| Saurav Adhikari | 152,732 |
| Steven Carlson | 267,281 |
| Ajay Shah | 152,732 |
| Supurna VedBrat | 152,732 |
| Zoë Ashcroft | 152,732 |
| Diane B. Glossman | 190,915 |
**Clawback
Policy**
We
have adopted a compensation recovery policy (the Company’s Clawback Policy), which was effective November 30, 2023, that is compliant
with the Nasdaq Listing Rules, as required by the Dodd-Frank Act.
**Policies
and Practices for Granting Certain Equity Awards**
Our
policies and practices regarding the granting of equity awards are carefully designed to ensure compliance with applicable securities
laws and to maintain the integrity of our executive compensation program. The Compensation Committee is responsible for the timing and
terms of equity awards to executives and other eligible employees.
The
timing of equity award grants is determined with consideration to a variety of factors, including but not limited to, the achievement
of pre-established performance targets, market conditions and internal milestones. The Company does not follow a predetermined schedule
for the granting of equity awards; instead, each grant is considered on a case-by-case basis to align with the Company’s strategic
objectives and to ensure the competitiveness of our compensation packages.
In
determining the timing and terms of an equity award, the Board or the Compensation Committee may consider material nonpublic information
to ensure that such grants are made in compliance with applicable laws and regulations. The Board’s or the Compensation Committee’s
procedures to prevent the improper use of material nonpublic information in connection with the granting of equity awards include oversight
by legal counsel and, where appropriate, delaying the grant of equity awards until the public disclosure of such material nonpublic information.
The
Company is committed to maintaining transparency in its executive compensation practices and to making equity awards in a manner that
is not influenced by the timing of the disclosure of material nonpublic information for the purpose of affecting the value of executive
compensation. The Company regularly reviews its policies and practices related to equity awards to ensure they meet the evolving standards
of corporate governance and continue to serve the best interests of the Company and its shareholders.
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**Item
12. Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters.**
**Securities
Authorized for Issuance Under Equity Compensation Plans**
In
connection with our Business Combination, our Board and shareholders adopted the Incentive Plan as well as an Employee Stock Purchase
Plan (“ESPP”).
Awards
under the Incentive Plan are available for employees, directors and consultants. The general purpose of the Incentive Plan is to motivate
the performance in the achievement of the Company’s business objectives and align the interests of recipients with the long- term
interests of the Company’s shareholders. To accomplish such purposes, the Incentive Plan provides that the Company may grant (i)
options, (ii) stock appreciation rights, (iii) restricted shares, (iv) restricted stock units, (v) performance-based awards (including
performance-based restricted shares and restricted stock units), (vi) other share-based awards, (vii) other cash-based awards or (viii)
any combination of the foregoing.
The
general purpose of the ESPP is to allow employees an opportunity to participate in the ownership of the Company through deductions from
their pay to be utilized to purchase Ordinary Shares of the Company at prices that could be at a discount to the market.
The
following table summarizes the number of Ordinary Shares authorized for issuance under our equity compensation plans as of March 31,
2026.
| Plan Category | Number of securities to be issued upon exercise of outstanding options, warrants and rights / (a) | Weighted-average exercise price of outstanding options, warrants and rights / (b) | Number of securities remaining available for future issuances under equity compensation plans (excluding securities reflected in column (a)) / (c) |
| --- | --- | --- | --- |
| Equity compensation plans approved by security holders (1) | 9,765,119 | $0 | 18,188,825 |
| Equity compensation plans not approved by security holders | - | - | - |
| Total | 9,765,119 | - | 18,188,825 |
| (1) | The amounts shown in this row include the Incentive Plan and the 2023 Employee Stock Purchase Plan. |
| --- | --- |
| (2) | Consists of 10,102,843 RSUs granted, less 337,724 RSUs that are vested but not exercised. |
| (3) | Includes 16,820,009 Ordinary Shares reserved for future equity awards under the Incentive Plan and 1,368,816 Ordinary Shares available for purchase under the 2023 Employee Stock Purchase Plan. |
**Securities
Beneficial Ownership Table**
The
following table sets forth beneficial ownership of our Ordinary Shares as of June 26, 2026 by:
- each person who is the beneficial owner of more than 5% of the issued and outstanding Ordinary Shares; and
- each of our named executive officers and directors.
Beneficial
ownership is determined according to the rules of the SEC, which generally provide that a person has beneficial ownership of a security
if he, she, or it possesses sole or shared voting or investment power over that security, including options and warrants that are currently
exercisable or exercisable within 60 days of June 26, 2026.
Our
beneficial ownership is based on 84,562,603 Ordinary Shares issued and outstanding as of June 26, 2026.
Unless
otherwise indicated, we believe that all persons named in the table below have sole voting and investment power with respect to all Ordinary
Shares beneficially owned by them. To our knowledge, no Ordinary Shares beneficially owned by any executive officer or director have
been pledged as security.
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The
following table illustrates varying beneficial ownership levels in Roadzen with the percentage of outstanding shares based on Ordinary
Shares as of June 26, 2026:
| Name and Address of Beneficial Owner | Number of Ordinary Shares | % of Total Voting Power |
| --- | --- | --- |
| Directors and Named Executive Officers of Roadzen(1) | | |
| Rohan Malhotra(2) | 18,472,709 | 21.8% |
| Jean-Noël Gallardo(3) | 0 | * |
| Ankur Kamboj(4) | 0 | * |
| Saurav Adhikari(5) | 856,849 | 1.0% |
| Steven Carlson(6) | 1,659,281 | 2.0% |
| Supurna VedBrat(7) | 359,994 | * |
| Zoë Ashcroft(8) | 176,771 | * |
| Diane B. Glossman(9) | 244,762 | * |
| All directors and executive officers as a group (8 individuals) | | 25.7% |
| Five or more Percent Holders | | |
| Avacara PTE, Ltd. (10) | 17,577,213 | 20.8% |
| 13books Capital LP (11) | 8,095,191 | 9.6% |
| Naveen Arya | 5,442,379 | 6.4% |
| * | Less than 1%. |
| --- | --- |
| (1) | Unless otherwise noted, the business address of each of the following entities or individuals is c/o Roadzen Inc., 111 Anza Boulevard, Suite 109, Burlingame, California 94010. |
| (2) | Based on a Form 4 filed on March 3, 2026 by Rohan Malhotra, a citizen of India. Includes 849,642 shares owned by Mr. Malhotra individually plus 45,854 shares owned by RM Securities LLC, a limited liability company of which Mr. Malhotra is the sole member. The principal business of Mr. Malhotra is serving as the Chief Executive Officer and as a member of the board of directors of the Company. Also includes 17,577,213 shares owned by Avacara PTE. Ltd. of which entity Mr. Malhotra is the majority shareholder and serves as managing director and has the power to vote and power to direct the voting of Avacara’s shareholdings in the Company on behalf of Avacara. The principal business of Avacara is investing in start-up companies. Mr. Malhotra disclaims any beneficial ownership of the shares held by Avacara, except to the extent of his pecuniary interest therein. Does not include 5,616,550 shares underlying restricted stock units (“RSUs”) issued under the Roadzen Inc. 2023 Omnibus Incentive Plan, as amended and/or restated from time to time (the “Plan”). Each RSU represents the contingent right to receive one Ordinary Share. Each RSU fully vests on September 17, 2026, subject to Mr. Malhotra’s continuous service with the Issuer through the vesting date. |
| (3) | Does not include 115,000 Ordinary Shares underlying the RSUs issued to Mr. Gallardo under the Plan. Each RSU representing a contingent right to receive one Ordinary Share. The RSUs vest on November 21, 2026. |
| (4) | Based on a Form 4 filed on September 22, 2023. Does not include 1,250,007 Ordinary Shares underlying the RSUs issued to Mr. Kamboj under the Plan. Each RSU representing a contingent right to receive one Ordinary Share. Each RSU fully vests on September 17, 2026. |
| (5) | Consists of (i) 472,973 Ordinary Shares, (ii) 231,144 Ordinary Shares underlying Private Placement Warrants, and (iii) 152,732 Ordinary Shares issuable upon the exercise of stock options that are exercisable at any time after September 15, 2025. Does not include 28,936 Ordinary Shares underlying RSUs issued to Mr. Adhikari on October 1, 2025, which vest on October 1, 2026. |
| (6) | Includes (i) 36,058 Ordinary Shares, (ii) 267,281 Ordinary Shares issuable upon the exercise of stock options that are exercisable at any time after September 15, 2025, (iii) 892,857 shares held of record by Marco Polo Securities, Inc. (“MP”) and (iv) 463,085 Ordinary Shares as a pro rata distribution from Magellan Global, of which Mr. Carlson is a non-managing member. Does not include 43,403 Ordinary Shares underlying RSUs issued to Mr. Carlson on October 1, 2025, which vest on October 1, 2026. Mr. Carlson is the Chief Executive Officer of MP, a corporation incorporated in the State of New York, and as such may be deemed to have beneficial ownership of the Ordinary Shares held directly by MP. Mr. Carlson disclaims any beneficial ownership of the shares held by MP, except to the extent of his pecuniary interest therein. The principal address of Mr. Carlson and MP is 1230 Avenue of the Americas, 16th Floor, New York, NY 10020. |
98
| (7) | Consists of (i) 42,089 Ordinary Shares, (ii) 6,350 Ordinary Shares underlying warrants exercisable at $11.50, (iii) 58,823 Ordinary Shares underlying convertible debentures convertible at $8.50 per Ordinary Share, (iv) 100,000 Ordinary Shares underlying warrants issued in connection with the March 2024 Notes and the May 2024 Note, and (v) 152,732 Ordinary Shares issuable upon the exercise of stock options that are exercisable at any time after September 15, 2025. Does not include 28,936 Ordinary Shares underlying RSUs issued to Ms. Ved Brat on October 1, 2025, which vest on October 1, 2026. |
| --- | --- |
| (8) | Includes (i) 24,039 Ordinary Shares, and (ii) 152,732 Ordinary Shares issuable upon the exercise of stock options that are exercisable at any time after September 15, 2025. Does not include 28,936 Ordinary Shares underlying RSUs issued to Ms. Ashcroft on October 1, 2025, which vest on October 1, 2026. |
| (9) | Includes (i) 53,847 Ordinary Shares, and (ii) 190,915 Ordinary Shares issuable upon the exercise of stock options that are exercisable at any time after September 15, 2025. Does not include 34,723 Ordinary Shares underlying RSUs issued to Ms. Glossman on October 1, 2025, which vest on October 1, 2026. |
| (10) | Based on a Form 4 filed on December 31, 2024 by Avacara Pte. Ltd (“Avacara”) and information from Mr. Malhotra. Avacara owns 17,577,213 shares owned by Avacara PTE. Ltd. of which entity Mr. Malhotra is the majority shareholder and serves as managing director and has the power to vote and power to direct the voting of Avacara’s shareholdings in the Company on behalf of Avacara. The principal business of Avacara is investing in start-up companies. The business address of Avacara is 14 Robinson Road, #12-01/02 Far East Finance Building, Singapore 048545. Does not include shares owned by RM Securities LLC and Mr. Malhotra. |
| (11) | Based on a Schedule 13G filed on May 7, 2024, on behalf (i) 13books Capital LP, formerly known as Element Ventures LP, a Private Fund Limited Partnership duly registered under the laws of England and Wales (“13books”), and (ii) 13books Capital General Partner LLP, formerly known as Element Ventures General Partner LLP, a Limited Liability Partnership duly registered under the laws of England and Wales ( “13 books GP” and with 13books, the “Reporting Persons”). 13books Capital General Partner LLP is the general partner of 13books and may be deemed to have sole power to vote and sole power to dispose of the shares of the Company directly owned by 13books. The principal business address of each of the Reporting Persons is First Floor, 80 Clerkenwell Road, London EC1M 5RJ. |
**Item
13. Certain Relationships and Related Transactions, and Director Independence.**
Other
than the compensation agreements and other arrangements described under “Roadzen’s Executive and Director Compensation”
in this Annual Report and the transactions described below, since April 1, 2025, there has not been and there is not currently proposed,
any transaction or series of similar transactions to which we were, or will be, a party in which the amount involved exceeded, or will
exceed, the lesser of (i) $120,000 or (ii) one percent of the average of our total assets for the last two completed fiscal years, and
in which any director, executive officer, holder of five percent or more of any class of our capital stock or any member of the immediate
family of, or entities affiliated with, any of the foregoing persons, had, or will have, a direct or indirect material interest.
On
July 24, 2025, the Company entered into a subscription agreement (the “Exchange Agreement”) with related party Avacara
PTE Ltd. (“Avacara”). Pursuant to the terms of the Subscription Agreement, on that date, approximately $0.13 million in aggregate
of liabilities of the Company to such entity was canceled in exchange for the issuance of an aggregate of 104,000 Ordinary Shares (the
“Exchange Shares”). The Company’s Chief Executive Officer, Rohan Malhotra, is the principal owner and Managing Partner
of Avacara, a significant shareholder of the Company.
The
Subscription Agreement includes customary “piggyback” registration rights, as well as demand registration rights which require
the Company to register the Exchange Shares if requested by Avacara.
99
**Policies
for Approval of Related Party Transactions**
Our
board of directors reviews and approves transactions with directors, officers, and holders of five percent or more of our voting securities
and their affiliates, each a related party. Prior to our initial public offering, the material facts as to the related party’s
relationship or interest in the transaction were disclosed to our board of directors, and such transactions required the approval of
a majority of the directors who were not interested in the transaction. Further, when our stockholders were entitled to vote on a transaction
with a related party, the material facts of the related party’s relationship or interest in the transaction were disclosed to the
stockholders, who approved the transaction.
Roadzen
adopted a written related party transactions policy that provides that such transactions must be approved by our audit committee. Pursuant
to this policy, the audit committee has the primary responsibility for reviewing and approving or disapproving “related party transactions,”
which are transactions or a series of transactions in which (i) the Company was or is to be a participant, (ii) the amount of which exceeds
the lesser of (x) $120,000 in the aggregate or (y) one percent of the average of the Company’s total assets at year-end for the
last two completed fiscal years and (iii) the related party had or will have a direct or indirect material interest. A related party
transaction also includes any material amendment or modification to an existing related party transaction regardless of whether such
transaction has previously been approved in accordance with our policy. For purposes of this policy, a related person is defined as (a)
any person serving as a director, director nominee or executive officer of the Company or any person who has served in any of such roles
since the beginning of the most recent fiscal year, even if he or she does not currently serve in that role, (b) a greater than 5% beneficial
owner of our Ordinary Shares, (c) any immediate family member of any of the foregoing persons if the foregoing person is a natural person,
or (d) any other person who may be a “related person” pursuant to Item 404 of Regulation S-K under the Securities Exchange
Act of 1934, as amended.
**Director
Independence**
The
information contained under the heading “Director Independence” in Part III, Item 10. “Directors, Executive Officers
and Corporate Governance” is incorporated by reference herein.
**Item
14. Principal Accounting Fees and Services.**
The
following table summarizes the fees of ASA & Associates LLP, Roadzen’s independent registered public accounting firm, billed/
expected to be billed in each of the last two fiscal years for audit fees and other services:
_(in thousands)_
| Fee Category | For the year ended March 31, 2026 | For the year ended March 31, 2025 |
| --- | --- | --- |
| Audit Fees (1) | $190.0 | 205.0 |
| Audit-Related Fees (2) | 7.5 | 15.0 |
| Tax Fees (3) | - | - |
| All Other Fees (4) | - | - |
| Total | 197.5 | 220.0 |
| (1) | Audit fees consist of fees billed for professional services rendered for the audit of our year-end financial statements and services that are normally provided by ASA, as applicable, in connection with regulatory filings. |
| --- | --- |
| (2) | Audit-related fees consist of fees billed for assurance and related services that are reasonably related to performance of the audit or review of our financial statements and are not reported under “Audit Fees.” These services include attest services that are not required by statute or regulation and consultations concerning financial accounting and reporting standards. |
| (3) | Tax fees consist of fees billed for professional services relating to tax compliance, tax planning and tax advice. |
| (4) | All other fees consist of fees billed for all other services. |
**Audit
Committee Pre-Approval Policy and Procedures**
Roadzen’s
audit committee was formed in connection with the effectiveness of our registration statement for its initial public offering. As a result,
the audit committee did not pre-approve all of the foregoing services, although any services rendered prior to the formation of our audit
committee were approved by the Company’s board of directors. Since the formation of its audit committee, and on a going-forward
basis, the audit committee has and will pre-approve all audit services and permitted non-audit services to be performed for it by its
auditors, including the fees and terms thereof (subject to the *de minimis* exceptions for non-audit services described in the Exchange
Act which are approved by the audit committee prior to the completion of the audit).
100
**PART
IV**
**Item
15. Exhibits, Financial Statement Schedules.**
(a)(1)
Financial Statements.
The
following documents are included on pages F-1 through F-29 attached hereto and are filed as part of this Annual Report on Form 10-K.
**Index
to Financial Statement**
[Report of Independent Registered Public Accounting Firm](#f_001) (PCAOB ID Number: 3083) F-2
Financial Statements (Audited):
[Consolidated Balance Sheet as of March 31, 2026 and March 31, 2025](#f_002) F-3
[Consolidated Statements of Operations for the year ended March 31, 2026 and 2025](#f_003) F-4
[Consolidated Statements of Cash Flows for the year ended March 31, 2026 and 2025](#f_004) F-5
[Consolidated Statements of Comprehensive Loss](#f_005) F-6
[Consolidated Statements of Changes in Shareholders’ Equity / (Deficit)](#f_006) F-7
[Notes to the Consolidated Financial Statements](#f_007) 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 / Number | Description | Incorporated by Reference / Form | Incorporated by Reference / File Number | Incorporated by Reference / Exhibit | Incorporated by Reference / Filing Date |
| --- | --- | --- | --- | --- | --- |
| 3.1 | Amended and Restated Memorandum and Articles of Association of Roadzen Inc. | 8-K | 001-40194 | 3.1 | 9/26/2023 |
| 4.1 | Form of Specimen Ordinary Shares Certificate of Roadzen Inc. | 8-K | 001-40194 | 4.1 | 9/26/2023 |
| 4.2 | Form of Warrant Certificate of Roadzen Inc. | 8-K | 001-40194 | 4.2 | 9/26/2023 |
| 4.3 | Warrant Agreement, dated November 22, 2021 | 8-K | 001-40194 | 4.1 | 11/29/2021 |
| 4.4 | Form of convertible debenture | 8-K | 001-40194 | 4.1 | 1/24/2024 |
| 4.5 | Form of Senior Secured Notes (incorporated by reference to Exhibit 4.1 of Roadzen’s Current Report on Form 8-K (File No. 001-41094), filed with the Securities and Exchange Commission on April 4, 2024). | 8-K | 001-40194 | 4.1 | 4/4/2024 |
| 4.6 | Amended and Restated Warrant | 8-K | 001-40194 | 4.1 | 3/5/2025 |
101
| 4.7 | Form of Placement Agent Warrant | 8-K | 001-41094 | 4.1 | 1/6/2025 |
| --- | --- | --- | --- | --- | --- |
| 4.8 | Form of Pre-Funded Warrant | 8-K | 001-41094 | 4.1 | 12/17/2024 |
| 4.9 | Form of Representative Warrant | 8-K | 001-41094 | 4.2 | 12/17/2024 |
| 4.10 | Amended and Restated Senior Secured Note, dated July 26, 2024 | 8-K | 001-41094 | 4.1 | 7/30/2024 |
| 4.11 | Form of Warrants. | 8-K | 001-41094 | 4.1 | 4/26/2024 |
| 10.1 | Security Purchase Agreement, dated March 31, 2025 | 8-K | 001-40194 | 10.1 | 4/1/2025 |
| 10.2 | Form of Junior Convertible Note | 8-K | 001-40194 | 10.2 | 4/1/2025 |
| 10.3 † | Forward Purchase Agreement, dated August 25, 2023 | 8-K | 001-40194 | 10.1 | 8/25/2023 |
| 10.4 † | Subscription Agreement, dated August 25, 2023 | 8-K | 001-40194 | 10.2 | 8/25/2023 |
| 10.5 † | Registration Rights Agreement, dated as of November 22, 2021, by and among Vahanna Tech Edge Acquisition I Corp., Vahanna LLC and Mizuho Securities USA LLC | 8-K | 001-40194 | 10.3 | 11/29/2021 |
| 10.6 † | Form of Lock-up Agreement | Amendment No.4 to Form S-4 | 333-269747 | 10.8 | 8/14/2023 |
| 10.7 | Note Purchase Agreement, dated June 30, 2023, by and among Roadzen, Inc., Mizuho Securities USA LLC and other parties named thereto | S-4 | 333-269747 | 10.11 | 7/30/2023 |
| 10.8 | Form of Indemnification Agreement. | 8-K | 001-40194 | 10.7 | 9/26/2023 |
| 10.9 † | Roadzen Inc. 2023 Omnibus Incentive Plan. (incorporated by reference to Exhibit 10.8 of Roadzen Inc.’s Current Report on Form 8-K (File No. 001-40194), filed with the Securities and Exchange Commission on September 26, 2023) | 8-K | 001-40194 | 10.8 | 9/26/2023 |
| 10.10 † | Roadzen Inc. 2023 Employee Stock Purchase Plan. (incorporated by reference to Exhibit 10.9 of Roadzen Inc.’s Current Report on Form 8-K (File No. 001-40194), filed with the Securities and Exchange Commission on September 26, 2023) | 8-K | 001-40194 | 10.9 | 9/26/2023 |
102
| 10.11 | Termination of Engagement Letters, dated September 20, 2023, by and between Vahanna Tech Edge Acquisition I Corp. and Mizuho Securities USA LLC | 8-K | 001-41094 | 10.11 | 9/26/2023 |
| --- | --- | --- | --- | --- | --- |
| 10.12 | Forward Purchase Agreement Confirmation Amendment dated as of January 30, 2024 | 8-K | 001-41094 | 10.1 | 2/5/2024 |
| 10.13 | Securities Purchase Agreement, dated as of December 15, 2023, between Roadzen Inc. and the investors party thereto from time to time | 8-K | 001-41094 | 10.1 | 1/24/2024 |
| 10.14 | Letter agreement, dated as of January 19, 2024, between Roadzen Inc. and Supurna VedBrat. | 8-K | 001-41094 | 10.2 | 1/24/2024 |
| 10.15 | Employment Agreement dated January 4, 2024 between Roadzen Inc. and Jean-Noël Gallardo (incorporated by reference to Exhibit 10.1 of Roadzen Inc.’s Current Report on Form 8-K (File No. 001-41094), filed with the Securities and Exchange Commission on January 8, 2024). | 8-K | 001-41094 | 10.1 | 1/8/2024 |
| 10.16 | Securities Purchase Agreement, dated as of March 28, 2024 (incorporated by reference to Exhibit 10.1 of Roadzen Inc.’s Current Report on Form 8-K (File No. 001-41094), filed with the Securities and Exchange Commission on April 4, 2024). | 8-K | 001-41094 | 10.1 | 4/4/2024 |
| 10.17 | Amendment No. 2 to Senior Secured Note Purchase Agreement, dated as of February 28, 2025. | 8-K | 001-41094 | 10.1 | 3/5/2025 |
| 10.18 | Placement Agency Agreement, dated January 2, 2025 | 8-K | 001-41094 | 10.1 | 1/6/2025 |
| 10.19 | Form of Subscription Agreement, dated as of December 27, 2024 | 8-K | 001-41094 | 10.1 | 1/2/2025 |
| 10.20 | Form of Lock-Up Agreement, dated as of December 27, 2024 | 8-K | 001-41094 | 10.2 | 1/2/2025 |
| 10.21 | Underwriting Agreement dated December 15, 2024 between Roadzen Inc. and ThinkEquity LLC. | 8-K | 001-41094 | 1.1 | 12/17/2024 |
| 10.22 | Form of Amendment No. 1 to Restricted Stock Unit Award Grant Notice and Restricted Stock Unit Award Agreement | 8-K | 001-41094 | 10.1 | 11/8/2024 |
| 10.23 | Form of Lock-Up Amendment | 8-K | 001-41094 | 10.1 | 9/27/2024 |
| 10.24 | Form of Binding Term Sheets dated as of July 18, 2024 | 8-K | 001-41094 | 10.1 | 7/22/2024 |
103
| 10.25 | Form of Registration Rights Agreement | 8-K | 001-41094 | 10.2 | 7/30/2025 |
| --- | --- | --- | --- | --- | --- |
| 10.26† | Form of Amendment to Restricted Stock Unit Award Grant Notice and Restricted Stock Unit Award Agreement | 8-K | 001-41094 | 10.3 | 7/30/2025 |
| 10.27 | Form of Placement Agency Agreement, dated July 27, 2025 | 8-K | 001-41094 | 10.1 | 7/31/2025 |
| 10.28 | Form of Securities Purchase Agreement, dated July 27, 2025 | 8-K | 001-41094 | 10.2 | 7/31/2025 |
| 10.29 | Securities Purchase Agreement, dated November 20, 2025 | 8-K | 001-41094 | 10.1 | 11/20/2025 |
| 10.30 | Form of Junior Convertible Note | 8-K | 001-41094 | 10.2 | 11/20/2025 |
| 10.31 | Placement Agency Agreement, dated November 20, 2025 | 8-K | 001-41094 | 10.3 | 11/20/2025 |
| 10.32 | Securities Purchase Agreement, dated January 19, 2026 | 8-K | 001-41094 | 10.1 | 1/20/2026 |
| 10.33 | Junior Convertible Note, dated January 20, 2026 | 8-K | 001-41094 | 10.2 | 1/20/2026 |
| 10.34 | Amendment to Securities Purchase Agreement and Junior Convertible Note, dated January 20, 2026 | 8-K | 001-41094 | 10.3 | 1/20/2026 |
| 10.35 | Second Amendment to Securities Purchase Agreement and Junior Convertible Note, dated February 25, 2026 | 8-K | 001-41094 | 10.1 | 2/26/2026 |
| 10.36* | Amendment No. 4 to Senior Secured Note Purchase Agreement, dated as of February 28, 2025. | | | | |
| 10.37* | Fee Letter, dated June 26, 2026, between Roadzen Inc. and Mizuho Securities USA LLC. | | | | |
| 14.1 | Code of Business Conduct | 8-K | 001-41094 | 14.1 | 9/26/2023 |
| 19.1 | Insider Trading Policy | 10-K | 001-41094 | 19.1 | 6/26/2025 |
| 21.1 | List of Subsidiaries. | 8-K | 001-41094 | 21.1 | 9/26/2023 |
| 23.1* | Consent of ASA & Associates LLP | | | | |
| 31.1* | Certification of Principal Executive Officer Pursuant to Rules 13a-14(a) and 15d-14(a) under the Securities Exchange Act of 1934, as Adopted Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002. | | | | |
| 31.2* | Certification of Principal Financial Officer Pursuant to Rules 13a-14(a) and 15d-14(a) under the Securities Exchange Act of 1934, as Adopted Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002. | | | | |
| 32.1** | Certification of Principal Executive Officer and Principal Financial Officer Pursuant to 18 U.S.C. Section 1350, as Adopted Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002. | | | | |
| 97.1 | Clawback Policy | 10-K | 001-41094 | 97.1 | 7/1/2024 |
| 101.INS* | Inline XBRL Instance Document–the instance document does not appear in the Interactive Data File as its XBRL tags are embedded within the Inline XBRL document | | | | |
| 101.SCH* | Inline XBRL Taxonomy Extension Schema With Embedded Linkbase Documents | | | | |
| 104* | Cover Page Interactive Data File (embedded within the Inline XBRL document). | | | | |
\* Filed herewith.
\*\* Furnished herewith.
† Management contract or compensatory plan or arrangement.
**Item
16. Form 10-K Summary**
None.
104
**Index
to Financial Statement**
[Report of Independent Registered Public Accounting Firm](#f_001) (PCAOB ID Number: 3083) F-2
Financial Statements (Audited):
[Consolidated Balance Sheet as of March 31, 2026 and March 31, 2025](#f_002) F-3
[Consolidated Statements of Operations for the year ended March 31, 2026 and 2025](#f_003) F-4
[Consolidated Statements of Cash Flows for the year ended March 31, 2026 and 2025](#f_004) F-5
[Consolidated Statements of Comprehensive Loss](#f_005) F-6
[Consolidated Statements of Changes in Shareholders’ Equity / (Deficit)](#f_006) F-7
[Notes to the Consolidated Financial Statements](#f_007) F-8
F-1
**Report
of Independent Registered Public Accounting Firm**
**To
the shareholders and the board of directors of Roadzen Inc.**
**Opinion
on the Consolidated Financial Statements**
We
have audited the accompanying consolidated balance sheets of Roadzen Inc**.** and its subsidiaries (collectively known as the “Company”)
as of March 31, 2026 and 2025, the related consolidated statements of operations, consolidated statement of comprehensive loss, consolidated
statement of shareholders’ equity/deficit and consolidated statement of cash flow for each of the two years ended March 31, 2026
and 2025, and the related notes (collectively referred as the “consolidated financial statements”). In our opinion, the consolidated
financial statements present fairly, in all material respects, the financial position of the Company as of March 31, 2026 and 2025, and
the results of its operations and its cash flows for each of the two years ended March 31, 2026 and 2025, in conformity with accounting
principles generally accepted in the United States of America.
**Going
Concern**
The
accompanying consolidated financial statements have been prepared assuming that the Company will continue as a going concern. As more
fully described in Note 2(b) of the consolidated financial statements, the Company has experienced operating losses in current and preceding
periods. These conditions, among others, raised substantial doubt about the Company’s ability to continue as a going concern. Management’s
plans on alleviation of doubt on going concern are also described in Note 2(b). The consolidated financial statements do not include
any adjustments that might result from the outcome of this uncertainty.
**Basis
for Opinion**
These
consolidated financial statements are the responsibility of the Company’s management. Our responsibility is to express an opinion
on the Company’s consolidated financial statements based on our audit. We are a public accounting firm registered with the Public
Company Accounting and Oversight Board (United States) (“PCAOB”) and are required to be independent with respect to the Company
in accordance with the U.S federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission
and the PCAOB.
We
conducted our audit of these consolidated financial statements in accordance with the standards of the PCAOB. Those standards require
that we plan and perform the audit to obtain reasonable assurance about whether the consolidated financial statements are free from material
misstatements whether due to error or fraud. The Company is not required to have, nor were we engaged to perform, an audit of its internal
control over financial reporting. As part of our audit we are required to obtain an understanding of internal control over financial
reporting but not for the purpose of expressing an opinion on the effectiveness of the Company’s internal control over financial
reporting. Accordingly, we express no such opinion.
Our
audit included performing procedures to assess the risks of material misstatements of the consolidated financial statements, whether
due to error or fraud, and performing procedures that respond to those risks. Such procedures included examining on a test basis, evidence
regarding the amounts and disclosures in the consolidated financial statements. Our audit also included evaluating the accounting principles
used and significant estimates made by management, as well as evaluating the overall presentation of the consolidated financial statements.
We believe that our audit provides a reasonable basis for our opinion.
**ASA
& Associates LLP**
We
have served as Company’s auditor since 2022.
Delhi,
India
June
28, 2026
F-2
**Roadzen Inc.**
### Consolidated Balance Sheets
_(in US $, except share count)_
| Particulars | As of March 31, 2026 | As of March 31, 2025 |
| --- | --- | --- |
| Assets | | |
| Current assets: | | |
| Cash and cash equivalents | 6,578,594 | 4,836,576 |
| Accounts receivable, net | 7,500,439 | 2,625,385 |
| Inventories | 116,555 | 202,535 |
| Prepayments and other current assets | 17,833,119 | 19,092,595 |
| Investments | 229,994 | 197,805 |
| Total current assets | 32,258,701 | 26,954,896 |
| Non current assets | | |
| Restricted cash | 222,026 | 217,064 |
| Non marketable securities | — | 269,470 |
| Property and equipment, net | 536,997 | 602,923 |
| Goodwill | 7,616,973 | 2,061,553 |
| Operating lease right-of-use assets | 1,374,147 | 1,109,219 |
| Intangible assets, net | 9,651,915 | 1,243,253 |
| Other long-term assets | 997,802 | 120,972 |
| Total Non current assets | 20,399,860 | 5,624,454 |
| Total assets | 52,658,561 | 32,579,350 |
| Liabilities and shareholders’ Equity/(Deficit) | | |
| Current liabilities | | |
| Current portion of long-term borrowings | 9,829,713 | 2,904,444 |
| Short-term borrowings | 7,843,267 | 19,865,645 |
| Accounts payable and accrued expenses | 30,245,947 | 30,254,010 |
| Derivative warrant liabilities | 1,987,003 | 1,489,818 |
| Short-term operating lease liabilities | 325,255 | 318,921 |
| Other current liabilities | 8,072,789 | 2,102,466 |
| Total current liabilities | 58,303,974 | 56,935,304 |
| Non current liabilities | | |
| Long-term borrowings | 15,612,108 | 139,775 |
| Long-term operating lease liabilities | 699,817 | 628,400 |
| Other long-term liabilities | 4,561,246 | 566,651 |
| Total Non current liabilities | 20,873,171 | 1,334,826 |
| Total liabilities | 79,177,145 | 58,270,130 |
| Commitments and contingencies (refer note 22) | - | - |
| Shareholders’ Equity/(Deficit) | | |
| Ordinary Shares and additional paid in capital, $0.0001 par value per share, 220,000,000 shares authorized as of March 31, 2026 and March 31, 2025; 79,695,672 and 74,290,986 shares outstanding as of March 31, 2026 and March 31, 2025 respectively | 112,128,293 | 95,501,291 |
| Accumulated deficit | (246,224,660) | (223,826,442) |
| Accumulated other comprehensive income/(loss) | (1,299,868) | (468,859) |
| Other components of equity | 105,747,998 | 103,720,113 |
| Total shareholders’ deficit | (29,648,237) | (25,073,897) |
| Non-controlling interest | 3,129,653 | (616,883) |
| Total deficit | (26,518,584) | (25,690,780) |
| Total liabilities and Total Deficit | 52,658,561 | 32,579,350 |
The
accompanying notes are an integral part of these consolidated financial statements.
F-3
**Roadzen Inc.**
### Consolidated Statements of Operations
_(in US $, except share count)_
| Particulars | For the Year ended March 31, 2026 | For the Year ended March 31, 2025 |
| --- | --- | --- |
| Revenue | 55,021,792 | 44,296,098 |
| Costs and expenses: | | |
| Cost of services | 21,277,579 | 18,833,218 |
| Research and development | 408,355 | 3,779,955 |
| Sales and marketing | 29,111,662 | 28,873,150 |
| General and administrative | 15,976,982 | 51,602,107 |
| Depreciation and amortization | 2,244,268 | 2,020,610 |
| Total costs and expenses | 69,018,846 | 105,109,040 |
| Loss from operations | (13,997,054) | (60,812,942) |
| Interest expense (net) | (7,249,803) | (3,247,831) |
| Gain on bargain purchase | 174,248 | - |
| Fair value gains/(losses) in financial instruments carried at fair value | (3,984,386) | (14,844,420) |
| Impairment of investment | (269,470) | (1,245,326) |
| Other income (net) | 2,329,515 | 7,073,235 |
| Total other income/(expense) | (8,999,896) | (12,264,342) |
| (Loss)/Income before income tax expense | (22,996,950) | (73,077,284) |
| Less: income tax (benefit)/expense | 20,212 | (13,973) |
| Net (loss)/income before non-controlling interest | (23,017,162) | (73,063,311) |
| Net loss attributable to non-controlling interest, net of tax | (500,940) | (192,879) |
| Net Loss attributable to Ordinary shareholders | (22,516,222) | (72,870,432) |
| Net loss per share attributable to Ordinary shareholders | | |
| Basic and diluted | (0.29) | (1.04) |
| Weighted-average number of shares used in computing net loss per share | 77,454,509 | 69,867,792 |
The
accompanying notes are an integral part of these consolidated financial statements.
F-4
**Roadzen Inc.**
### Consolidated Statements of Cash Flows
_(in US $, except share count)_
| Particulars | For the Year ended March 31, 2026 | For the Year ended March 31, 2025 |
| --- | --- | --- |
| Cash flows from operating activities | | |
| Net loss attributable to Ordinary shareholders | (22,516,222) | (72,870,432) |
| Adjustments to reconcile net loss to net cash used in operating activities: | | |
| Depreciation and amortization | 2,244,268 | 2,020,610 |
| Stock based compensation | 497,806 | 47,211,816 |
| Deferred income taxes | (14,303) | (193,261) |
| Unrealized foreign exchange loss/(profit) | (831,009) | 132,121 |
| Gain over liability settled/expense through issuance of equity shares | (64,875) | - |
| Fair value losses/(profits) in financial instruments carried at fair value | 3,984,386 | 14,844,420 |
| Impairment of investment | 269,470 | 1,245,326 |
| Expected credit loss (net of reversal) | 2,654,182 | 246,115 |
| Assets written off | 82,032 | - |
| Balances written off/(back) | (1,545,749) | (8,143,051) |
| Gain on extinguishment of intercompany financial assets and liabilities | (482,689) | - |
| Net loss attributable to non-controlling interest, net of tax | (500,940) | (192,879) |
| Changes in assets and liabilities, net of assets acquired and liabilities assumed from acquisitions: | | |
| Inventories | 85,980 | (131,868) |
| Accounts receivables, net | (4,776,282) | 780,880 |
| Prepayments and other assets | (3,159,457) | (4,822,952) |
| Accounts payable and accrued expenses | 225,169 | 2,833,077 |
| Other liabilities | 3,576,831 | (1,102,120) |
| Net cash used in operating activities | (20,271,401) | (18,142,198) |
| Cash flows from investing activities | | |
| Purchase of property and equipment and intangible assets | (1,009,660) | (424,910) |
| Proceeds from sale of mutual fund | 112,847 | 309,289 |
| Net cash used in investing activities | (896,813) | (115,621) |
| Cash flows from financing activities | | |
| Proceeds from issue of Ordinary Shares | 6,519,429 | 7,073,913 |
| Proceeds from issue of equity shares of subsidiary | 6,645,789 | - |
| Net proceeds/(payments) from borrowings | 8,279,523 | 3,669,290 |
| Proceeds from forward purchase agreement | — | 1,000,000 |
| Net cash generated from financing activities | 21,444,741 | 11,743,203 |
| Effect of exchange rate changes on cash and cash equivalents | — | 3,168 |
| Net (decrease)/increase in cash and cash equivalents (including restricted cash) | 276,527 | (6,511,448) |
| Cash acquired in business combination | 1,470,453 | — |
| Cash and cash equivalents at the beginning of the period (including restricted cash) | 5,053,640 | 11,565,088 |
| Cash and cash equivalents at the end of the period (including restricted cash) | 6,800,620 | 5,053,640 |
| Reconciliation of cash and cash equivalents | | |
| Cash and cash equivalents | 6,578,594 | 4,836,576 |
| Restricted cash | 222,026 | 217,064 |
| Total cash and cash equivalents | 6,800,620 | 5,053,640 |
| Supplemental disclosure of cash flow information | | |
| Cash paid for interest, net of amounts capitalized | 2,742,101 | 1,318,139 |
| Non-cash investing and financing activities | | |
| Consideration payable in connection with acquisitions | 6,407,380 | 8,376,253 |
| Interest accrued on borrowings | 3,659,399 | 2,123,633 |
The
accompanying notes are an integral part of these consolidated financial statements.
F-5
**Roadzen Inc.**
### Consolidated Statements of Comprehensive Loss
_(in US $, except share count)_
| Line item | For the Year ended March 31, 2026 | For the Year ended March 31, 2025 |
| --- | --- | --- |
| Net (loss)/income | (22,516,222) | (72,870,432) |
| Changes in foreign currency translation reserve | (965,102) | 133,747 |
| Less: changes in foreign currency translation reserve attributable to non-controlling interest | (134,093) | 2,105 |
| Other comprehensive income (loss) attributable to Roadzen Inc. ordinary shareholders | (831,009) | 131,642 |
| Total comprehensive loss attributable to Roadzen Inc. ordinary shareholders | (23,347,231) | (72,738,790) |
The
accompanying notes are an integral part of these consolidated financial statements.
F-6
**Roadzen Inc.**
### Consolidated Statement of Shareholders’ Equity/(Deficit)
_(in US $, except share count)_
| Particulars | Ordinary shares and APIC / Shares | Ordinary shares and APIC / Amount | Accumulated / deficit | (ii) / Shares to / be issued(ii) | Debenture Redemption / Reserve | Stock-based compensation / Reserve | AOCI | Total shareholders’ / deficit |
| --- | --- | --- | --- | --- | --- | --- | --- | --- |
| Balance as of April 1, 2024 | 68,440,829 | 84,974,378 | (151,008,419) | — | 257,571 | 56,303,135 | (600,501) | (10,073,836) |
| Issuance of ordinary shares during the period through conversion of payables | 892,857 | 2,500,000 | — | — | — | — | — | 2,500,000 |
| Issuance of ordinary shares during the period through conversion of loan | 335,000 | 938,000 | — | — | — | — | — | 938,000 |
| Net loss attributable to ordinary shareholders | — | — | (72,870,432) | — | — | — | — | (72,870,432) |
| Other comprehensive income | — | — | — | — | — | — | 131,642 | 131,642 |
| Movement attributable to stock-based compensation reserve | — | — | — | — | — | 47,211,816 | — | 47,211,816 |
| Impact of issuance/repayment of debenture | — | — | 52,409 | — | (52,409) | — | — | — |
| Issuance of ordinary shares | 4,622,300 | 7,088,913 | — | — | — | — | — | 7,088,913 |
| Balance as of March 31, 2025 | 74,290,986 | 95,501,291 | (223,826,442) | — | 205,162 | 103,514,951 | (468,859) | (25,073,897) |
| Issuance of ordinary shares during the period through PIPE | 5,206,590 | 6,519,429 | — | — | — | — | — | 6,519,429 |
| Transactions with non-controlling interest holders(i) | — | 9,512,858 | — | — | — | — | — | 9,512,858 |
| Net loss attributable to ordinary shareholders | — | — | (22,516,222) | — | — | — | — | (22,516,222) |
| Ordinary shares issuable for stock compensation and settlement arrangements | 198,096 | 594,715 | — | 2,022,083 | — | (374,000) | — | 2,242,798 |
| Reclassification on redemption of debenture | — | — | 118,004 | — | (118,004) | — | — | — |
| Other comprehensive loss | — | — | — | — | — | — | (831,009) | (831,009) |
| Other comprehensive income (loss) | — | — | — | — | — | — | (831,009) | (831,009) |
| Movement attributable to stock-based compensation reserve | — | — | — | — | — | 497,806 | — | 497,806 |
| Balance as of March 31, 2026 | 79,695,672 | 112,128,293 | (246,224,660) | 2,022,083 | 87,158 | 103,638,757 | (1,299,868) | (29,648,237) |
*(i)* *Represents the premium arising on issue of shares by a subsidiary to non-controlling interest holders, being the excess of consideration received over the fair value of the net assets attributable to the shares so issued.*
*(ii)* *Represents shares pending issuance to (a) directors of the Company in settlement of legacy compensation liabilities, and (b) an employee of one of the subsidiaries.*
The
accompanying notes are an integral part of these consolidated financial statements.
F-7
**Roadzen
Inc.**
### **Notes to the consolidated financial statements**
**(in
US $, except share count)**
**1.Reorganization and description of business**
Roadzen
Inc., a British Virgin Islands business company (the “Parent Company”, formerly known as Vahanna Tech Edge Acquisition I
Corp; and sometimes referred to in this filing as “Vahanna”) has subsidiaries located in India, the United States, the United
Kingdom, the Republic of Ireland and the People’s Republic of China. The Company is a leading Insurtech platform and provides solutions
in relation to insurance products, including distribution, pre-inspection assistance, telematics, claims submission and administration,
and roadside assistance.
On
September 20, 2023 (the “Closing Date”), Vahanna, Roadzen, Inc., a Delaware corporation (“Roadzen (DE)”), and
Vahanna Merger Sub Corp., a Delaware corporation and a direct, wholly owned subsidiary of Vahanna (“Merger Sub”), consummated
the Business Combination (as defined below) pursuant to the Agreement and Plan of Merger, dated February 10, 2023, by and among Vahanna,
Roadzen (DE) and Merger Sub, as amended by the First Amendment to the Agreement and Plan of Merger, dated June 29, 2023 (as so amended,
the “Merger Agreement”). Pursuant to the terms of the Merger Agreement, Merger Sub merged with and into Roadzen (DE), with
Roadzen (DE) surviving the merger as a wholly owned subsidiary of Vahanna (the “Merger,” and together with the other transactions
contemplated by the Merger Agreement and the other agreements contemplated thereby, the “Business Combination”).
The consolidated financial statements include the accounts of Roadzen Inc. and its subsidiaries (collectively,
“Roadzen” or the “Company”).
**2.Summary of significant accounting policies**
**a)Basis of presentation and consolidation**
The
accompanying consolidated financial statements have been prepared in accordance with generally accepted accounting principles in the
United States (“U.S. GAAP”) and the rules and regulations of the Securities and Exchange Commission (the
“SEC”) and reflect our accounts and operations and those of our subsidiaries in which we have a controlling financial
interest. The accompanying consolidated financial statements reflect all adjustments that management considers necessary for a fair
presentation of the results of operations for the periods presented.
All
intercompany balances and transactions have been eliminated upon consolidation. When the Company does not have a controlling interest in an investee
but exerts significant influence over the investee, the Company applies the equity method of accounting.
**b)Liquidity and going concern**
The
accompanying consolidated financial statements have been prepared assuming the Company will continue as a going concern.
The
Company has experienced operating losses in current and preceding periods. As of March 31, 2026 and 2025, the Company also has negative
operating cash flows and negative working capital position. These events, among others, raise substantial doubt over the Company’s
ability to continue as a going concern for a reasonable period of time. The Company expects to have ongoing requirements for capital
investment to implement its business plans to achieve revenue growth forecast, control operating costs, and meet cash flow requirements.
The Company’s ability to continue as a going concern is dependent upon, among other things, the Company’s mitigation plan
to (i) raise additional funds from existing or new credit facilities, (ii) receive funds by raising additional share capital and/or (iii)
re-structure existing liabilities.
F-8
**Roadzen
Inc.**
**Notes
to the consolidated financial statements**
**(in
US $, except share count)**
The
Company has undertaken multiple initiatives to achieve these goals, including agreeing to convert certain liabilities into equity
and working to restructure and convert other current liabilities into equity or long-term notes, including the recently executed
amendment to extend its senior secured facility into long-term debt. The Company has also filed a shelf registration statement on
Form S-3 with the SEC, under which it sold equity, raising gross proceeds of $7,999,979 in
May 2026, and is pursuing additional potential financing opportunities. The Company’s plans may change as a result of many
factors currently unknown.
Based
on the progress made to date – demonstrated by completed transactions, advanced negotiations, and investor commitments –
management believes it has formulated and is executing a viable plan to obtain sufficient liquidity to meet obligations as they fall
due over the next 12 months. As a result, management expects to alleviate the substantial doubt regarding the Company’s ability
to continue as a going concern.
The
consolidated financial statements do not include any adjustments relating to the recovery of the recorded assets or the classification
of the liabilities that might be necessary if the Company is unable to continue as a going concern.
**c)Use of estimates**
The
preparation of the consolidated financial statements in conformity with U.S. GAAP requires management to make estimates and assumptions,
which affect the reported amounts in the consolidated financial statements and accompanying notes. Estimates are based on historical
experience, where applicable, and other assumptions which management believes are reasonable under the circumstances. On an ongoing basis,
the Company evaluates its estimates and underlying assumptions, including those related to the allowance for accounts receivables, fair
values of financial instruments, measurement of defined benefit obligations, impairment of non-financial assets, useful lives of property,
plant and equipment and intangible assets, income taxes, certain deferred tax assets and tax liabilities, and other contingent liabilities.
Although these estimates are inherently subject to judgment and actual results could differ from those estimates, management believes
that the estimates used in the preparation of the consolidated financial statements are reasonable.
Estimates
and underlying assumptions are reviewed on an ongoing basis. Revisions to accounting estimates are recognized in the period in which
the estimates are revised and in any future periods affected.
**d)Contract asset and liabilities**
A
contract asset (unbilled revenue) is the right to receive consideration in exchange for goods or services transferred to the customer. When the Company satisfies its performance obligation by transferring goods or services to a customer before the
customer pays consideration, or before payment becomes due, a contract asset is recognized for the earned consideration.
Contract
liabilities consist of amounts paid by the Company’s customers for which the associated performance obligations have not been satisfied
and revenue has not been recognized based on the Company’s revenue recognition criteria described above.
Contract
liabilities are classified as current in the consolidated balance sheet when the revenue recognition associated with the related customer
payments and invoicing is expected to occur within one year of the balance sheet date and as long-term when the revenue recognition associated
with the related customer payments and invoicing is expected to occur in more than one year from the balance sheet date.
F-9
**Roadzen
Inc.**
**Notes
to the consolidated financial statements**
**(in
US $, except share count)**
**e)Cash and cash equivalents**
Cash
and cash equivalents primarily represent cash balances in current bank accounts. The Company considers all short-term deposits with an
original maturity of three months or less, when purchased, to be cash equivalents.
**f)Restricted cash and cash equivalents**
Restricted
cash and cash equivalents are pledged as security for contractual arrangements. Restricted cash and cash equivalents are classified as
current and noncurrent assets based on the term of the remaining restriction.
**g)Concentration of credit risk**
Financial
instruments that potentially subject the Company to concentration of credit risk are reflected principally in cash and cash equivalents,
investment in equity securities and accounts receivable. The Company places its cash and cash equivalents and funds with banks that have
high credit ratings, limits the amount of credit exposure with any one bank and conducts ongoing evaluations of the creditworthiness
of the corporations and banks with which it does business. The Company holds cash and cash equivalent concentrations in financial institutions
around the world in excess of federally insured limits. The Company has not experienced any losses to date related to these concentrations.
**h)Accounts receivable, net**
Accounts
receivable from contracts with customers are recorded at the invoiced amounts. The Company recognizes an allowance for credit losses
in accordance with ASC 326 using the Current Expected Credit Loss (CECL) model. The allowance reflects management’s estimate of
lifetime expected credit losses based on historical experience, current conditions, and reasonable and supportable forecasts.
The
Company applies the aging method and the simplified approach permitted under ASC 326 for trade receivables. Receivables are
evaluated on a collective basis, and loss rates are determined based on the aging of balances. Historical loss rates are updated
periodically. Based on the Company’s assessment, historical loss experience continues to provide the most reliable basis for estimating
expected credit losses.
Receivables
are written off when they are deemed uncollectible, with the corresponding amount charged against the allowance for credit losses. Recoveries
of amounts previously written off are recognized when received and recorded as a reduction to the provision for credit losses. The provision
is presented within noninterest expense—general and administrative in the consolidated statements of operations and comprehensive
income (loss).
Management
reviews the allowance for credit losses regularly. Changes in estimates or assumptions, or updates to customer-specific facts and circumstances,
may result in adjustments to the allowance in the period such changes occur.
**i)Property and equipment**
Property
and equipment represents the costs of furniture and fixtures, office and computer equipment, and leasehold improvements. Property and
equipment cost also includes any costs necessarily incurred to bring assets to the condition and location necessary for its intended
use. Property and equipment are stated at cost, less accumulated depreciation and impairment losses. Depreciation is calculated using
declining balance method over the assets’ estimated useful lives as follows:
Schedule
of depreciation over the assets estimated useful lives
| Assets | Useful lives |
| --- | --- |
| Office and electrical equipment | 3-5 years |
| Computers | 3 years |
| Furniture and fixtures | 10 years |
| Motor Vehicle and other equipment | 3-10 years |
F-10
**Roadzen
Inc.**
**Notes
to the consolidated financial statements**
**(in
US $, except share count)**
Leasehold
improvements related to office facilities are depreciated over the shorter of the lease term or the estimated useful life of the improvement.
The
Company reviews the remaining estimated useful lives of its property and equipment on an ongoing basis. Management is required to use
judgment in determining the estimated useful lives of such assets. Changes in circumstances such as technological advances, changes to
the Company’s business model, changes in the Company’s business strategy, or changes in the planned use of property and equipment
could result in the actual useful lives differing from the Company’s current estimates. In cases where the Company determines that
the estimated useful life of property and equipment should be shortened or extended, the Company would apply the new estimated useful
life prospectively.
The
Company reviews property and equipment for impairment when events or circumstances indicate the carrying amount may not be recoverable.
Costs
of maintenance and repairs that do not improve or extend the lives of the respective assets are expensed as incurred. Upon retirement
or sale, the cost and related accumulated depreciation are removed from the balance sheet and the resulting gain or loss is reflected
in operating expenses.
**j)Intangible assets, net**
The
Company capitalizes costs incurred on its internal-use software during the application development stage as intangibles under development.
Costs related to preliminary project activities and post implementation activities are expensed as incurred. Once the developed software
is available for intended use, capitalization ceases, and the Company estimates the useful life of the asset and begins amortization.
Internal-use
software is amortized on a straight-line basis over its estimated useful life, which is generally three years and up to 5five.
The
Company evaluates the useful lives of these assets on an annual basis and tests for impairment whenever events or changes in circumstances
occur that could impact the recoverability of these assets.
**k)Leases**
The
Company accounts for leases in accordance with Accounting Standards Codification (“ASC”) 842, “Leases” (“ASC
842”). The Company elected the “package of practical expedients,” which permits us not to reassess under ASC 842 our
prior conclusions about lease identification, lease classification and initial direct costs. The Company made a policy election not to
separate non-lease components from lease components, therefore, the Company accounts for lease and non-lease components as a single lease
component. The Company also elected the short-term lease recognition exemption for all leases that qualify.
The
Company determines if a contract contains a lease at inception of the arrangement based on whether the Company has the right to obtain
substantially all of the economic benefits from the use of an identified asset and whether it has the right to direct the use of an identified
asset in exchange for consideration, which relates to an asset which the Company does not own. Right of use (“ROU”) assets
represent the Company’s right to use an underlying asset for the lease term and lease liabilities represent its obligation to make
lease payments arising from the lease. ROU assets are recognized as the lease liability, adjusted for lease incentives received. Lease
liabilities are recognized at the present value of the future lease payments at the lease commencement date. The interest rate used to
determine the present value of the future lease payments is the Company’s incremental borrowing rate (“IBR”), because
the interest rate implicit in most of its leases is not readily determinable. The IBR is a hypothetical rate based on our understanding
of what the Company’s credit rating would be to borrow and resulting interest it would pay to borrow an amount equal to the lease
payments in a similar economic environment over the lease term on a collateralized basis. Lease payments may be fixed or variable; however,
only fixed payments or in-substance fixed payments are included in the Company’s lease liability calculation. Variable lease payments
may include costs such as common area maintenance, utilities, real estate taxes or other costs. Variable lease payments are recognized
in operating expenses in the period in which the obligation for those payments are incurred.
F-11
**Roadzen
Inc.**
**Notes
to the consolidated financial statements**
**(in
US $, except share count)**
Operating
leases are included in operating lease ROU assets, short-term operating lease liabilities, current and long-term operating lease liabilities,
non-current on the Company’s consolidated balance sheets. Finance leases are included in property and equipment, net, accrued and
other current liabilities, and other long-term liabilities on the Company’s consolidated balance sheets. For operating leases,
lease expense is recognized on a straight-line basis in operations over the lease term. For finance leases, lease expense is recognized
as depreciation and interest; depreciation on a straight-line basis over the lease term and interest using the effective interest method.
**l)Fair value measurements and financial instruments**
The
Company holds financial instruments that are measured and disclosed at fair value. Fair value is determined in accordance with a fair
value hierarchy that prioritizes the inputs and assumptions used, and the valuation techniques used to measure fair value. The three
levels of the fair value hierarchy are described as follows:
Level 1 inputs: Unadjusted quoted prices in active markets for identical assets or liabilities accessible to the reporting entity at the measurement date.
Level 2 inputs: Other than quoted prices included in Level 1 inputs that are observable for the asset or liability, either directly or indirectly, for substantially the full term of the asset or liability.
Level 3 inputs: Unobservable inputs for the asset or liability used to measure fair value to the extent that observable inputs are not available, thereby allowing for situations in which there is little, if any, market activity for the asset or liability at measurement date.
The
Company’s assessment of the significance of a particular input to the fair value measurement requires judgment and may affect the
valuation of fair value assets and liabilities and their placement within the fair value hierarchy levels. The Company establishes the
fair value of its assets and liabilities using the price that would be received to sell an asset or paid to transfer a liability in an
orderly transaction between market participants at the measurement date and established a fair value hierarchy based on the inputs used
to measure fair value. The recorded amounts of certain financial instruments, including cash and cash equivalents, restricted cash and
cash equivalents, accounts receivable, accounts payable, and accrued expenses and other liabilities approximate fair value due to their
relatively short maturities.
**m)Business combination and asset acquisition**
The
Company accounts for an acquisition as a business combination if the assets acquired and liabilities assumed in the transaction constitute
a business in accordance with ASC Topic 805 “Business Combinations.” Such
acquisitions are accounted using the acquisition method i.e., by recognizing the identifiable tangible and intangible assets acquired
and liabilities assumed, and any non-controlling interest in the acquired business, measured at their acquisition date fair values. Where
the set of assets acquired and liabilities assumed do not constitute a business, it is accounted for as an asset acquisition where the
individual assets and liabilities are recorded at their respective relative fair values corresponding to the consideration transferred.
Where
the set of assets acquired and liabilities assumed does not constitute a business as defined under ASC 805, the transaction is accounted
for as an asset acquisition. In such cases, the Company allocates the purchase price to the individual identifiable assets acquired and
liabilities assumed based on their relative fair values at the acquisition date. No goodwill is recognized in an asset acquisition. The
assets recognized through the purchase price allocation are expected to provide economic benefits to the Company through future cash
flows, cost efficiencies, or strategic advantages associated with the acquired assets. These assets are subsequently measured and amortized
or depreciated in accordance with the Company’s accounting policies applicable to the respective asset classes.
**n)Goodwill**
Goodwill
represents the excess of the purchase price over the fair value of net assets acquired in business acquisitions accounted for using the
acquisition method of accounting and is not amortized. Goodwill is measured and tested for impairment on an annual basis in accordance
with ASC 350, Intangibles - Goodwill and Other, or more frequently if an event occurs or circumstances change that would more likely
than not reduce the fair value of a reporting unit below its carrying amount. Such events and changes may include: significant changes
in performance related to expected operating results, significant changes in asset use, significant negative industry or economic trends,
and changes in our business strategy.
F-12
**Roadzen
Inc.**
**Notes
to the consolidated financial statements**
**(in
US $, except share count)**
The
Company’s test for goodwill impairment starts with a qualitative assessment to determine whether it is necessary to perform the
quantitative goodwill impairment test. If qualitative factors indicate that the fair value of the reporting unit is more likely than
not less than its carrying amount, then a quantitative goodwill impairment test is performed. For the purposes of impairment testing,
the Company determined that it has five reporting units.
**o)Foreign currency**
The
Company’s consolidated financial statements are reported in U.S. Dollars (“USD”), the Parent Company’s functional
currency. The functional currency for the Company’s subsidiaries in India is the Indian Rupee (“INR”), the functional
currency of the Company’s subsidiary in the United Kingdom is the British Pound Sterling (“GBP”), and the functional
currency of the Company’s subsidiary in the People’s Republic of China is the Chinese Renminbi (“RMB”). The translation
of the functional currency of the Company’s subsidiaries into USD is performed for balance sheet accounts using the exchange rates
in effect as of the balance sheet date and for revenues and expense accounts using an average exchange rate prevailing during the respective
period. The gains or losses resulting from such translation are reported as currency translation adjustments (“CTA”) under
other comprehensive income/loss, or under accumulated other comprehensive income/loss as a separate component of equity.
Monetary
assets and liabilities of the Company and its subsidiaries that are denominated in currencies other than the subsidiary’s functional
currency are translated into their respective functional currency at the rates of exchange prevailing on the balance sheet date. Transactions
of the Company and its subsidiaries that are denominated in currencies other than the subsidiary’s functional currency are translated
into the respective functional currencies at the average exchange rate prevailing during the period of the transaction. The gains or
losses resulting from foreign currency transactions are included in the consolidated statements of operations.
**p)Employee benefit plans**
Contributions
to defined contribution plans are charged to consolidated statements of operations in the period in which services are rendered by the
covered employees. Current service costs for defined benefit plans are accrued in the period to which they relate. The liability from
defined benefit plans is calculated annually by the Company using the projected unit credit method. Prior service cost, if any, resulting
from an amendment to a plan is recognized and amortized over the remaining period of service of the covered employees.
The
Company records annual amounts relating to its defined benefit plans based on calculations that incorporate various actuarial and other
assumptions, including discount rates, mortality, future compensation increases and attrition rates. The Company reviews its assumptions
on an annual basis and makes modifications to the assumptions based on current rates and trends when it is appropriate to do so. The
effect of modifications to those assumptions is recorded in its entirety immediately. The Company believes that the assumptions utilized
in recording its obligations under its plans are reasonable based on its experience and market conditions.
**q)Inventories**
Inventories
are stated at the lower of cost and net realizable value. Cost is determined using the first-in, first-out method (FIFO) for all inventories.
**r)Income taxes**
The
Company accounts for income taxes using the asset and liability method, which requires the recognition of deferred tax assets and liabilities
for the expected future tax consequences of events that have been recognized in the Company’s consolidated financial statements.
In estimating future tax consequences, generally all expected future events other than enactments or changes in the tax law or rates
are considered.
F-13
**Roadzen
Inc.**
**Notes
to the consolidated financial statements**
**(in
US $, except share count)**
The
Company accounts for uncertainty in tax positions recognized in the consolidated financial statements by recognizing a tax benefit from
an uncertain tax position when it is more likely than not that the position will be sustained upon examination, including resolutions
of any related appeals or litigation processes, based on the technical merits. Income tax positions must meet a more-likely-than-not
recognition threshold at the effective date to be recognized.
Deferred
tax assets and liabilities are recognized for future tax consequences attributable to differences between the financial statement carrying
amounts of existing assets and liabilities and their tax bases and for all operating loss and tax credit carryforwards, if any. Deferred
tax assets and liabilities are measured using enacted tax rates expected to apply to taxable income in the years in which those temporary
differences are expected to be recovered or settled. The effect on deferred tax assets and liabilities of a change in tax laws or rates
is recognized in the consolidated statement of income in the period that includes the enactment date. Deferred tax assets are reduced
by a valuation allowance if, based on the weight of available evidence, it is more likely than not that some portion or all of the deferred
tax assets will not be realized.
Future
realization of deferred tax assets ultimately depends on the existence of sufficient taxable income of the appropriate character within
the carryback or carryforward periods available under the applicable tax law.
The
Company regularly reviews the deferred tax assets for recoverability based on historical taxable income, projected future taxable income,
the expected timing of the reversals of existing temporary differences and tax planning strategies. The Company’s judgment regarding
future profitability may change due to many factors, including future market conditions and the ability to successfully execute the business
plans and/or tax planning strategies. Should there be a change in the ability to recover deferred tax assets, the Company’s income
tax provision would increase or decrease in the period in which the assessment is changed.
**s)Loss per share attributable to Ordinary shareholders**
Basic
net loss per ordinary share is computed by dividing the net loss available to ordinary shareholders (the numerator) by the weighted average
number of ordinary shares outstanding (the denominator) during the period. Diluted net loss per ordinary share is computed by dividing
the net loss available to ordinary shareholders by the weighted average number of ordinary shares and potential ordinary shares outstanding
when the impact is not antidilutive. Potential ordinary shares from stock options, unvested restricted stock units and ordinary share
warrants are computed using the treasury stock method. Contingently issuable shares are included in basic net loss per share only when
there is no circumstance under which those shares would not be issued. Shares issuable for little or no cash consideration shall be considered
outstanding ordinary shares and included in the computations of basic and diluted net loss per share.
**t)Public and Private Warrants.**
In
connection with Vahanna’s initial public offering in 2021, 10,004,994 public warrants were issued (the “Public Warrants”)
and 9,152,087 warrants were issued in a private placement (the “Private Placement Warrants”). Both Public Warrants and Private
Placement Warrants remained outstanding and became warrants to purchase Ordinary Shares in the Company upon the close of the Business
Combination. During the quarter ended December 31, 2025 the Company registered the Private Placement Warrants and Ordinary Shares underlying
them, thereby removing all restrictions on the Private Placement Warrants. As a result, the Company is no longer differentiating between
the Public and Private Placement Warrants and only uses the term Public Warrants.
The
Public Warrants are not accounted for as liabilities. The Public Warrants will not be adjusted for issuances of Ordinary Shares at a
price below its exercise price. Additionally, in no event will the Company be required to net cash settle the Public Warrants.
See
Note 17 for further information regarding the fair value of the Public Warrants.
F-14
**Roadzen
Inc.**
**Notes
to the consolidated financial statements**
**(in
US $, except share count)**
**u)Investments**
*Mutual
Fund*
These
investments are classified as available-for-sale securities and are measured at fair value based on quoted market prices in accordance
with ASC 320 and ASC 820.
**v)Non marketable securities**
*Equity
securities*
Equity
investments with a readily determinable fair value, other than equity method investments, are measured at fair value with changes in
fair value recognized in the consolidated statements of operations. Equity investments without a readily determinable fair value, are
measured at cost, less any impairment.
**w)Commitments and contingencies**
Liabilities
for loss contingencies arising from claims, assessments, litigation, fines, and penalties and other sources are recorded when it is probable
that a liability has been incurred and the amount can be reasonably estimated. Legal costs incurred in connection with loss contingencies
are expensed as incurred. Recoveries of environmental remediation costs from third parties that are probable of realization are separately
recorded as assets and are not offset against the related environmental liability.
**x)Revenue**
Revenues
consist primarily of revenue from:
- insurance policy distribution in the form of commissions, brokerage, underwriting and other fees; and
- insurance support services comprised of pre-inspection and risk assessment, roadside assistance, extended warranty, and claim processing using the Company’s IaaS platform.
The
Company recognizes revenue at the time of transfer of promised goods or services to customers in an amount that reflects the consideration
to which the Company expects to be entitled in exchange for those goods or services. Revenues cannot be recognized until the performance
obligation(s) are satisfied and control is transferred to the customer.
Income
from distribution of insurance policies
*Insurance
policy distribution and brokerage income:*
The
Company enters into contracts with insurance companies for the purpose of distributing insurance products to end consumers. The Company’s
performance obligation under these contracts is to sell insurance policies to earn commissions, brokerage and other fees. Revenue from
distribution services is recognized at a point in time when the related services are rendered as per the terms of the agreement with
customers. Revenue is disclosed net of the Goods and Service tax charged on such services.
*Distribution
fee from underwriting and pricing:*
The
Company enters into contracts with insurance companies for the purpose of underwriting insurance products for the automotive segment
including its pricing on behalf of insurers. The risk of underwriting the insurance contract is covered by the insurer and thus the Company
is considered as an agent for the purpose of recognizing revenue. The Company’s performance obligation under these contracts is
to underwrite and price the policies. The Company generates underwriting fees termed as Managing General Agent fees (MGA fees) on provision
of those services. The underwriting fees are determined as a percentage of net insurance premiums payable to the insurer (net of all
commissions, royalties, and administration fees). Revenue from underwriting and pricing is recognized upfront based on the point in time
i.e., at the time the policy is issued to the customer.
F-15
**Roadzen
Inc.**
**Notes
to the consolidated financial statements**
**(in
US $, except share count)**
IaaS
platform enabled services:
*Roadside
assistance and extended warranty income:*
The
Company enters into contracts with insurance companies and other subscribers in order to provide roadside assistance services and extended
warranty services to their policyholders/subscribers. The Company’s performance obligation under these contracts is to provide
roadside assistance and extended warranty services as a stand ready obligation. The Company is the primary obligor in these transactions
and has latitude in establishing prices and selecting and contracting with suppliers, and is accordingly considered as principal for
the purpose of recognizing gross revenue. Revenue from roadside assistance is recorded both at the time of completion of service and in some cases it is recorded
over the tenure of the contract. Revenue from extended warranty services is recorded over the tenure of contract.
*Inspection
income:*
The
Company enters into contracts with insurance companies to inspect vehicles for accident claims made by their policyholders. The Company’s
performance obligation under these contracts is to inspect and assist in assessing claims for and on behalf of the customers, i.e. the
insurance companies. The Company engages with multiple vendors to provide these services in different geographies. The Company is the
primary obligor in the transaction and has latitude in establishing prices, and selecting and contracting with suppliers, and is accordingly
considered as principal for the purpose of recognizing revenue. Revenue from inspection and risk assessment is recorded when the inspections
are conducted.
*Administration
fee from insurance support and service plan administration:*
The Company enters into contracts with insurance companies and OEMs to provide insurance support and service plan
administration, including premium collection, policy administration, claims processing, customer support, and warranty program management.
These services represent a single stand-ready performance obligation that is satisfied over time, with revenue recognized ratably over
the contract term (typically one to seven years) as services are continuously provided. The Company acts solely as an agent on behalf
of insurers and OEMs, with the underlying insurance and warranty obligations remaining with the principals. Accordingly, the Company recognizes
only the administration or management fees it retains as revenue, while claims-related activities are performed as part of its administrative
services and do not represent separate performance obligations.
Claims
revenue from repairs
The
Company enters into contracts with garages primarily for the facilitation of vehicle repairs and the administration of insurance claim
processes on behalf of its customers. The Company’s performance obligation under these arrangements is to administer and coordinate
the vehicle repair process and to facilitate the submission and processing of related claims. The Company controls the entire end to
end process of claims before the repaired vehicle is transferred to the customer. Revenue arising from claims on vehicle repair services
is recognized at a point in time, upon completion of the vehicle repair, which is the point at which the performance obligation is considered
satisfied. The Company also earns commissions from on-boarding new garages.
*Software
development services*
Arrangements
with customers for software development services are either on a fixed-price, fixed-timeframe or time-based.
Revenue
on time-based service contracts are recognized as the related services are performed and the customers are billed based on the actual
time incurred by personnel allocated at contractual billing rates. Revenue from the end of the last invoicing to the reporting date is
recognized as accrued income. Revenue from fixed-price and fixed-timeframe contracts, where the performance obligations are satisfied
over time, revenue is recognized as and when the milestones are satisfied.
*Subscription
to software*
Revenue
is recognized on a straight-line basis over the contractual subscription period. For the Upfront fees or One time usage revenue is recognized
at the point of sale
DrivebuddyAI
Revenue
is recognized to the extent it is probable that the future economic benefits will flow to the Company and revenue can be reliably measured.
Revenue from operations is recognized in statement of Profit and Loss on an accrual basis as state below:
A. Operating Lease - Income from Operating leases is Recognized on Straight line basis over the lease term.
B. Device Sale - Income from Device Sale is Recognized when risks & rewards pertaining to the said device are transferred & there is reasonable certainty as to the collection of the revenue.
F-16
**Roadzen
Inc.**
**Notes
to the consolidated financial statements**
**(in
US $, except share count)**
*Income
from Trading of spare parts*
Revenue
from the sale of spare parts is recognized at a point in time when control of the parts is transferred to the customer, which is generally
upon dispatch or delivery of the goods depending on the shipping terms. Revenue is measured based on the consideration specified in a
contract with a customer, net of returns and trade discounts.
*Fleet
damage protection and administration revenue*
The
Company enters into contracts with distributors for the provision of damage protection and administration programs to their customers.
The Company’s performance obligation is to design and structure the program and place the related cover, together with preparing
supporting documentation. Revenue arising from program fees is recognized at a point in time at the inception of coverage.
**y)Expenses**
Set
forth below is a brief description of the components of the Company’s expenses:
**i.
Cost of services**
The
cost of services for the Company’s distribution business includes employee related expenses directly involved in generating and
servicing revenue and other direct expenses related to facilities.
For
the Company’s IaaS platform-based services cost of revenue primarily consists of direct costs incurred for delivering the services
to customers and the cost of onsite engineering support for roadside assistance, employee related expenses, risk assessment expenses
and other direct expenses. Amounts incurred towards vendors/suppliers for inspections and roadside assistance also form part of direct
cost. Cost of services also includes cost of telematics devices sold through different subscription or upfront sale model.
Cost
of services are recognized as they are incurred.
ii. **Sales and marketing**
Sales
expenses includes costs related to brokerage income which is derived from sale of insurance policies such as broker expenses, cost of
sales, promotion expense, and travel and entertainment expenses. Broker expense is the compensation paid to our channel partners when
an insurance policy is written through a broker relationship. This function also includes expenses incurred directly or indirectly for
selling and marketing a product or service and costs spent on/by personnel employed under the sales or marketing departments and share
based compensation expenses. These expenses also include marketing efforts made by the Company to expand its market reach for distributing
insurance policies. The expenses include advertisements through different mediums to reach end customers of insurance policies to enhance
awareness and educate end customers.
iii. **General and administrative expenses**
General
and administrative expenses include personnel costs for corporate, finance, legal and other support staff, including bonus and share
based compensation expenses, professional fees, allowance for doubtful accounts and other corporate expenses.
iv. **Research and development expense**
Research
and development expense consists of personnel costs incurred by the technology development team, subscription costs and other costs associated
with ongoing improvements to and maintenance of internally developed software, share based compensation expenses and allocation of certain
corporate costs.
F-17
**Roadzen
Inc.**
**Notes
to the consolidated financial statements**
**(in
US $, except share count)**
**z)Recently issued accounting pronouncements and not yet adopted**
The
Company is an “emerging growth company,” as defined in Section 2(a) of the Securities Act of 1933, as amended, (the “Securities
Act”), as modified by the Jumpstart Our Business Startups Act of 2012 (the “JOBS Act”). The JOBS Act provides that
an emerging growth company can take advantage of an extended transition period for complying with new or revised accounting standards.
Thus, an emerging growth company can delay the adoption of certain accounting standards until those standards would otherwise apply to
private companies. The Company has elected to take advantage of the extended transition period to comply with new or revised accounting
standards and to adopt certain of the reduced disclosure requirements available to emerging growth companies. As a result of the accounting
standards election, the Company will not be subject to the same implementation timeline for new or revised accounting standards as other
public companies that are not emerging growth companies which may make comparison of the Company’s financial statements to those
of other public companies more difficult.
i. In November 2024, the FASB issued ASU 2024-03, “Income Statement – Reporting Comprehensive Income – Expense Disaggregation Disclosures (Subtopic 220-40): Disaggregation of Income Statement Expenses,” which requires additional disclosure of the nature of expenses included in the income statement, in response to longstanding requests from investors for more information about an entity’s expenses. The new standard requires disclosures about specific types of expenses included in the expense captions presented on the face of the income statement (such as purchases of inventory, employee compensation, depreciation, and intangible asset amortization) as well as disclosures about selling expenses. The new standard does not change the requirements for the presentation of expenses on the face of the income statement. In January 2025, the FASB issued ASU 2025-01, “Income Statement – Reporting Comprehensive Income – Expense Disaggregation Disclosures (Subtopic 220-40): Clarifying the Effective Date,” to clarify the interim reporting effective date of ASU 2024-03. ASU 2024-03, as clarified by ASU 2025-01, is effective for the Company for annual periods beginning after December 15, 2026, and interim periods within annual periods beginning after December 15, 2027. Early adoption is permitted. The new guidance will be applied prospectively with the option for retrospective application. The Company is currently evaluating the guidance and expects it to only impact disclosures with no impact to results of operations, cash flows, or financial condition.
ii. In November 2024, the FASB issued ASU 2024-04, “Debt – Debt with Conversion and Other Options (Subtopic 470-20): Induced Conversions of Convertible Debt Instruments,” which clarifies the requirements for determining whether certain settlements of convertible debt instruments should be accounted for as an induced conversion. ASU 2024-04 is effective for the Company for annual reporting periods beginning after December 15, 2025, and interim reporting periods within those annual reporting periods, with early adoption permitted. The Company is currently evaluating the impact of this pronouncement on its consolidated financial statements.
iii. In September 2025, the FASB issued ASU 2025-06, “Intangibles – Goodwill and Other – Internal-Use Software (Subtopic 350-40): Targeted Improvements to the Accounting for Internal-Use Software,” which amends certain aspects of the accounting for and disclosure of internal-use software costs. The new guidance removes references to software development project stages so that it is neutral to different software development methods, including iterative (agile) methods that entities may use to develop software. The new guidance requires an entity to capitalize software costs when (1) management has authorized and committed to funding the software project and (2) it is probable that the project will be completed and the software will be used to perform the function intended (referred to as the “probable-to-complete recognition threshold”). In evaluating the probable-to-complete recognition threshold, an entity is required to consider whether there is significant uncertainty associated with the development activities of the software. The new guidance is effective for the Company for annual reporting periods beginning after December 15, 2027, and interim reporting periods within those annual reporting periods, with early adoption permitted. The Company is currently evaluating the guidance and its impact on results of operations, cash flows, or financial condition.
iv. In December 2025, the FASB issued ASU 2025-11, “Interim Reporting (Topic 270): Narrow-Scope Improvements,” intended to improve the navigability of the guidance in ASC 270, Interim Reporting, and clarify when it applies. The amendments also provide additional guidance on what disclosures should be provided in interim reporting periods and add a principle that requires entities to disclose events since the end of the last annual reporting period that have a material impact on the entity. ASU 2025-11 is effective for the Company for fiscal years beginning after December 15, 2027, including interim reporting periods within those fiscal years. Early adoption is permitted, and the amendments may be applied either prospectively or retrospectively. The Company is currently evaluating the guidance and its impact on results of operations, cash flows, or financial condition.
v. In December 2023, the FASB issued ASU 2023-09, “Income Taxes (Topic 740): Improvements to Income Tax Disclosures,” which requires public business entities, on an annual basis, to disclose specific categories in the income tax rate reconciliation and provide additional information for reconciling items that meet a quantitative threshold. In addition, all entities are required to disclose, on an annual basis, the amount of income taxes paid, net of refunds received, disaggregated by federal, state and foreign taxes, and by individual jurisdictions if the amount is equal to or greater than 5% of total income taxes paid, net of refunds received. ASU 2023-09 may be adopted on a prospective or retrospective basis. For public business entities, the guidance is effective for fiscal years beginning after December 15, 2024. As an emerging growth company that has elected to use the extended transition period under the JOBS Act, the standard is effective for the Company for annual periods beginning after December 15, 2025, with early adoption permitted. The Company is currently evaluating the guidance and expects it to only impact disclosures with no impact to results of operations, cash flows, or financial condition.
There
are no other new accounting standards identified and not yet implemented that are expected to have a material effect on the Company’s
consolidated financial statements.
**aa)Recent Accounting Pronouncements - Accounting Standards Adopted**
In
June 2022, the FASB issued ASU 2022-03, “Fair Value Measurement (Topic 820): Fair Value Measurement of Equity Securities Subject
to Contractual Sale Restrictions,” which (1) clarifies the guidance in Topic 820, Fair Value Measurement, when measuring the fair
value of an equity security subject to contractual restrictions that prohibit the sale of an equity security, (2) amends a related illustrative
example, and (3) introduces new disclosure requirements for equity securities subject to contractual sale restrictions that are measured
at fair value in accordance with Topic 820. The Company adopted ASU 2022-03 effective April 1, 2025 on a prospective basis. The adoption
of this guidance did not have a material impact on the Company’s consolidated financial statements.
F-18
**Roadzen
Inc.**
**Notes
to the consolidated financial statements**
**(in
US $, except share count)**
**3Cash, cash equivalents and restricted cash**
Schedule
of cash, cash equivalents and restricted cash
| Line item | As of March 31, 2026 | As of March 31, 2025 |
| --- | --- | --- |
| Balances with banks | | |
| In current accounts | 6,562,944 | 4,829,632 |
| Balances with banks in current accounts | 6,562,944 | 4,829,632 |
| Cash in hand | 15,650 | 6,944 |
| Cash and cash equivalents | 6,578,594 | 4,836,576 |
| Restricted cash and cash equivalents (non - current) | 222,026 | 217,064 |
**4Accounts receivables, net**
Schedule
of accounts receivables net
| Line item | As of March 31, 2026 | As of March 31, 2025 |
| --- | --- | --- |
| Accounts receivable | 8,887,406 | 3,216,711 |
| Less: allowance for credit losses | (1,386,967) | (591,326) |
| Accounts receivable, net | 7,500,439 | 2,625,385 |
The
following table provides details of the Company’s allowance for credit accounts:
Schedule of account receivables, allowance for credit accounts
| | | |
| --- | --- | --- |
| Balance, beginning of period | 591,326 | 345,211 |
| Additions charged | 844,835 | 259,293 |
| Effect of exchange rate changes | (49,194) | (13,178) |
| Balance, end of period | 1,386,967 | 591,326 |
**5Prepayments and other current assets**
Schedule of prepayments and other current assets
| Line item | As of March 31, 2026 | As of March 31, 2025 |
| --- | --- | --- |
| Balance with statutory authorities(i) | 2,587,264 | 1,496,055 |
| Unbilled revenue(ii) | 5,827,805 | 6,201,942 |
| Advances given(iii) | 1,635,623 | 1,555,929 |
| Other receivables(iv) | 47,835 | - |
| Prepayments | 673,595 | 1,100,063 |
| Forward purchase agreement(v) | 6,800,000 | 8,628,301 |
| Deposits | 260,997 | 110,305 |
| Prepayments and other current assets | 17,833,119 | 19,092,595 |
i) Balance with statutory authorities represents withholding taxes and value added tax receivable from local tax authorities.
ii) Unbilled revenue is net of allowances amounting to $1,809,347 and $0 as on March 31, 2026 and March 31, 2025 respectively.
iii) Advances given include:
a)
$1,106,447 and $1,135,108 of advances to suppliers as of March 31, 2026 and March 31, 2025, respectively.
b)
$336,381 and $128,654 of advances to employees as of March 31, 2026 and March 31, 2025, respectively. Advances to employees include related
party balances of $70,456 and $71,382 as of March 31, 2026 and as of March 31, 2025 respectively.
c)
$97,049 in advances were extended to Viansh Insurance Brokers Private Limited towards a Business Purchase Agreement entered by one of
the Company’s subsidiary Good Insurance Brokers Pvt Ltd in India.
iv) Other receivable includes allowances for doubtful receivables of $2,800,000 as of March 31, 2026 and March 31, 2025.
v) Forward purchase agreement
On
August 25, 2023, the Company entered into an agreement with (i) Meteora Capital Partners, LP (“MCP”), (ii) Meteora
Select Trading Opportunities Master, LP (“MSTO”), and (iii) Meteora Strategic Capital, LLC (“MSC”
and, collectively with MCP and MSTO, “Seller”) (the “Forward Purchase Agreement” or “FPA”) for
OTC Equity Prepaid Forward Transactions.
F-19
**Roadzen
Inc.**
**Notes
to the consolidated financial statements**
**(in
US $, except share count)**
The
FPA represents the recognition of the cash payments to the Seller of $42.11 million (including prepayment of $42.06 million and the reimbursable transaction cost of $0.05 million) and the FPA with regard to 3,204,407 shares (recycled shares) and 702,255 shares (FPA subscription shares).The fair value of the FPA
receivable is comprised of the Prepayment Amount (as defined in the FPA, $42.11 million) and is reduced by the economics of the downside provided
to the Sellers ($35.31 million) and the estimated consideration payment at the Cash
Settlement Payment Date ($6.8 million).
A
contractual dispute arose between the Company and the Seller, regarding alleged breaches of the terms of the FPA. In April 2025, the
Company initiated legal proceedings against the Seller, citing that despite negotiated safeguards, Meteora sold shares without honoring
its payment obligations or providing the required notices under the FPA. The Seller subsequently filed a counterclaim, alleging breach
of contract by the Company on the grounds of non-registration of FPA Subscription shares. The dispute includes disagreement over the
number of outstanding shares with the Seller as reported by the Company versus those disclosed in the Seller’s filing of Schedule
13G/A with the Securities Exchange Commission, and the termination date of the FPA.
Assumptions
used in calculating estimated fair value of Forward Purchase Agreement as of March 31, 2025 is as follows:
Schedule
of assumptions used in calculating estimated fair value
| Volatility | 142.66 |
| --- | --- |
| Risk-free rate | 4.31% |
| Dividend yield | 0.00% |
| Strike price | 10.77 |
| Remaining term (years) | 2 years |
**6Non-marketable securities**
**a)
Moonshot - Internet SAS (“Moonshot”)**
Roadzen
(DE) invested $2,410,000 representing a 6.68%
equity stake in Moonshot - Internet SAS, a simplified Joint Stock Company existing under the laws of France, which is a subsidiary
of Societe Generale. Moonshot is an InsurTech company, registered as an insurance broker, which specializes in usage-based insurance
products and services dedicated to E-Commerce. Roadzen (DE) has a representative on the board of directors of Moonshot, however the
investment of 6.68%
does not give Roadzen (DE) the ability to significantly influence the operating and financial policies of Moonshot, since majority
ownership of Moonshot is concentrated with a single shareholder. Therefore, Roadzen (DE) uses the measurement alternative for equity
investments without readily determinable fair values for its investment in Moonshot. The Company carries this investment at cost,
less impairment.
During the fiscal year ended March 31, 2026, Moonshot was wound up and ceased operations. The Company therefore determined
the carrying value of its investment was no longer recoverable and recognized a full impairment charge of $269,470. Following the impairment,
the carrying value of the investment was fully eliminated.
**7Property and equipment, net**
The
components of property and equipment, net were as follows:
Schedule of property plant and equipment, net
| Line item | As of March 31, 2026 | As of March 31, 2025 |
| --- | --- | --- |
| Computers | 483,108 | 477,765 |
| Office equipment | 348,867 | 222,467 |
| Motor Vehicle and other equipment | 646,843 | 233,560 |
| Furniture & fixtures | 86,492 | 267,767 |
| Electrical equipment | 30,230 | 30,811 |
| Leasehold improvements | 29,223 | 31,192 |
| Total | 1,624,763 | 1,263,562 |
| Less: Accumulated depreciation | (1,087,766) | (660,639) |
| Property and equipment, net | 536,997 | 602,923 |
For
the year ended March 31, 2026, the Company capitalized property and equipment totaling $324,519 (prior year was $424,910).
Depreciation expense on property and equipment amounted to $449,030 and $142,027 for the periods ended March 31, 2026 and March 31, 2025,
respectively, of which $45,763 and $34,114 are related to computers.
F-20
**Roadzen
Inc.**
**Notes
to the consolidated financial statements**
**(in
US $, except share count)**
**8Intangible assets, net**
Schedule of finite-lived intangible assets
| Line item | As of March 31, 2026 | As of March 31, 2025 |
| --- | --- | --- |
| Software for internal use | 17,117,154 | 8,281,900 |
| Customer contracts | 2,585,885 | 1,163,052 |
| Intangible assets under development | 1,613,679 | 712,964 |
| Intellectual property | 62,524 | 150,662 |
| Agency relationship | 1,445,471 | - |
| Trademark | 15,775 | 53 |
| Total | 22,840,488 | 10,308,631 |
| Less: accumulated depreciation and amortization | (13,149,836) | (9,021,736) |
| Less: impairment loss | (38,737) | (43,642) |
| Intangible assets, net | 9,651,915 | 1,243,253 |
For
the year ended March 31, 2026, the Company has not derecognized any intangible assets. The prior year totaled $1,167,264 including write-off
of customer contracts with Global Insurance Management amounting to $1,194,811 and related accumulated amortization of $389,714, due
to termination of the contract and the absence of any future economic benefits.
The
Company conducted a qualitative assessment of its intangible assets and concluded that it is more likely than not that the carrying amount
of the acquired assets does not exceed their fair value. As such, no impairment was recorded.
During
the year ended March 31, 2026, the Company acquired a distribution network (the “Agency Relationship”) from the Viaansh Insurance
Brokers Private Limited (“Viaansh”) amounting to $1,445,471.
During
the year ended March 31, 2026, Company has capitalized software for internal use amounting to $1,202,769 from the Intangible Assets under
development (prior year $0).
The
estimated amortization schedule for the Company’s intangible assets for future periods is set out below:
Schedule of estimated amortization of company’s intangible assets for future periods
| | Amount |
| --- | --- |
| 2027 | 1,113,438 |
| 2028 | 1,113,438 |
| 2029 and thereafter | 5,919,665 |
**9Other long-term assets**
Schedule of other long term assets
| Line item | As of March 31, 2026 | As of March 31, 2025 |
| --- | --- | --- |
| Deposits | 16,256 | 12,657 |
| Unbilled revenue | 798,900 | - |
| Advances | 179,775 | 103,312 |
| Interest accrued | 2,871 | 5,003 |
| Other long-term assets | 997,802 | 120,972 |
**10Accounts payable and accrued expenses**
Schedule of accounts payable and accrued expenses
| Line item | As of March 31, 2026 | As of March 31, 2025 |
| --- | --- | --- |
| Accounts payable | 14,837,965 | 17,484,895 |
| Accrued expenses | 10,168,147 | 8,599,752 |
| Amounts due to employees | 961,395 | 780,695 |
| Due to insurer | 4,278,440 | 3,388,668 |
| Accounts payable and accrued expenses | 30,245,947 | 30,254,010 |
1.
Accounts Payable includes $1,147,560, $10,103,307, and $3,587,098 as of March 31, 2026, and $1,084,594,
$8,024,048 and 8,376,253 as
of March 31, 2025, related to the cost of services, operating expenses and SPAC Payable respectively.
2.
Accrued Expenses comprise of $429,831,
$6,078,917,
$3,659,399 and $0 as of March 31, 2026, and $1,478,125,
$4,897,994,
$2,123,633 and $100,000 as of March 31, 2025, related to the cost of services, operating expenses, interest due but not paid and related party balances
respectively.
3.
Amounts Due to Employees, comprising salary and reimbursement payables, include related party balances of $93,849 and $74,062 as of March
31, 2026 and March 31, 2025, respectively.
4.
Sum due to insurer represents the net amounts of premium due to insurer based on the respective contract with each insurer. The net amount
due is equal to the gross written premium less the Company’s commission for policies that have reached their effective date. Sum
due to insurer is $4,278,440 as of March 31, 2026, which represents funds from the insurer to meet working capital requirements/contingencies
arising out of claim settlement.
F-21
**Roadzen
Inc.**
**Notes
to the consolidated financial statements**
**(in
US $, except share count)**
**11Other current liabilities**
**Other
current liabilities consist of the following:**
Schedule of other current liabilities
| Line item | As of March 31, 2026 | As of March 31, 2025 |
| --- | --- | --- |
| Statutory liabilities | 1,565,548 | 535,493 |
| Deferred revenue | 663,323 | 893,822 |
| Advances from customers | 991,218 | 86,653 |
| Retirement benefits | 39,609 | 25,464 |
| Contingent consideration(i) | 2,631,976 | - |
| Other payables(ii) | 2,181,115 | 561,034 |
| Other current liabilities | 8,072,789 | 2,102,466 |
(i) Contingent consideration includes
a)
fair value of the contingent consideration payable as a result of the EliteCover Insurance Solutions, Inc, acquisition, amounting to
$1,390,617 as of March 31, 2026.
b)
fair value of the contingent consideration payable as a result of the acquisition of Viaansh Insurance Brokers Private Limited, amounting
to $1,241,349 as of March 31, 2026.
(ii) Other Payables include consideration payable on acquisition of National Automobile Club, EliteCover Insurance Solutions, Inc., and Houseneed Doorstep Services Private Limited amounting to $125,000, $1,000,000 and $873,440 as of March 31, 2026, respectively.
**12Derivative warrant liabilities**
Fair
valuation of warrants issued to lenders as a part of a senior secured note agreement entered into between Roadzen (DE) and Mizuho
Securities USA LLC (“Mizuho”) on June 30, 2023 (“Issuance Date”) as administrative agent amounting to $3,452,371.
Each warrant grants the holder the right to purchase one Ordinary Share of the Company at an exercise price of $0.001 with a cashless settlement option where the difference between the exercise price and the market price would be paid to the warrant
holder in the form of Ordinary Shares. Since the Company has Warrants traded under the symbol RDZNW, market price method was used to
compute the fair market value on the reporting date. The warrants issued are recognized as derivative liabilities and were initially
measured using the Black-Scholes model and are subsequently remeasured at each reporting period with changes recorded in
consolidated statements of operation. On May 14, 2024, as required by the terms of the senior secured notes agreement, the Company
issued to Mizuho a warrant to purchase 1,432,517 Ordinary Shares at an exercise price of $0.001 per share. The fair value of the warrants issued to Mizuho amounts to $1,844,503.
In
connection with the Amendment No. 2 to the senior secured notes, the Company issued to Mizuho an amended and restated warrant to purchase
an additional 104,566 Ordinary Shares at an exercise price of $0.001 per share, increasing the total warrant coverage to 1,537,083 Ordinary
Shares at an exercise price of $0.001 per share.
The
assumptions used in calculating estimated fair value of warrants due as of March 31, 2026 is as follows:
Schedule
of assumptions used in calculating estimated fair value of warrants
| Closing price | 1.20 |
| --- | --- |
| Risk Free rate | 4.31% |
| Dividend Yield | 0% |
| Volatility | 142.66% |
| Expected Life of the option | 2 years |
Pursuant
to the terms of a securities purchase agreement entered into on March 28, 2024 among the Company, Ms. Supurna VedBrat and Krishnan-Shah
Family Partners, LP (the “March 2024 SPA”), the Company issued on April 22, 2024 warrants to purchase 50,000 Ordinary Shares
to Krishnan-Shah Family Partners, LP, warrants to purchase 50,000 Ordinary Shares to Ms. VedBrat on June 20, 2024, and warrants to purchase
an additional 50,000 Ordinary Shares to Ms. VedBrat on October 27, 2024 (such warrants collectively the “March 2024 SPA Warrants”).
Each March 2024 SPA Warrant will be exercisable at any time during the period commencing on March 28, 2025 (or earlier under certain
circumstances described in the March 2024 SPA Warrants) (as applicable, the “Vesting Date”) through March 28, 2031 (or until
the dissolution, liquidation or winding up of the Company, if earlier). The exercise price of the March 2024 SPA Warrants is equal to80% of the lower of (i) the volume weighted average price (the “VWAP”) of the Ordinary Shares, as reported on the relevant
market or exchange, over the 60 trading days subsequent to the first loan funding pursuant to the March 2024 SPA, (ii) the opening price
of any public offering of straight equity securities of the Company occurring within six months after the issue date of the March 2024
SPA Warrants and (iii) the VWAP of the Ordinary Shares over the 60 trading days immediately prior to the Vesting Date. Ms. VedBrat is
a director of the Company. Ajay Shah, another director of the Company, and his wife, are trustees of the general partner of the Krishnan-Shah
Family Partners, LP. The fair value of the warrants issued to Supurna VedBrat and Krishnan-Shah Family Partners, LP amounts to $142,500.
The
assumptions used in calculating estimated fair value of warrants due as of March 31, 2026 is as follows:
Schedule
of assumptions used in calculating estimated fair value of warrants
| Closing price | 1.20 |
| --- | --- |
| Risk Free rate | 4.31% |
| Volatility | 142.66% |
| Expected Life of the option | 3 years |
**13Borrowings**
Schedule of long term borrowings
**A
Long-term borrowings consist of the following:**
| Line item | As of / March 31, 2026 | As of / March 31, 2025 |
| --- | --- | --- |
| Loans from banks (note a) | 166,924 | 167,177 |
| Secured debentures (note b) | 428,729 | 1,718,596 |
| Convertible debenture (note c) | 1,140,753 | 1,158,446 |
| Convertible Notes (note d) | 12,205,415 | - |
| Loans from others (note e) | 11,500,000 | - |
| Less: current portion of long-term borrowings | (9,829,713) | (2,904,444) |
| Long term borrowings | 15,612,108 | 139,775 |
F-22
**Roadzen
Inc.**
**Notes
to the consolidated financial statements**
**(in
US $, except share count)**
**a)
Loans from banks:**
Schedule
of loans from banks
| Particulars | Interest Rate | Maturity date | Amount outstanding |
| --- | --- | --- | --- |
| Long-term borrowings from banks | 9.00% | 1-May-29 | 10,774 |
| Long-term borrowings from banks | 8.85% | 1-Oct-29 | 16,514 |
| Long-term borrowings from banks | 8.85% | 5-Jan-30 | 12,703 |
| Long-term borrowings from banks | 8.85% | 5-Jan-30 | 12,703 |
| Long-term borrowings from banks | 8.85% | 5-May-30 | 29,316 |
| Long-term borrowings from banks | 8.75% | 10-Aug-30 | 73,514 |
| Long-term borrowings from banks | 9.25% | 10-Aug-30 | 11,400 |
| | | | 166,924 |
The
above loans are vehicle loan and secured by way of hypothecation against vehicle for which loan is granted.
Schedule
of secured debentures
b)
Secured debentures:
| Particulars | Interest Rate | Maturity date (as amended) | Amount outstanding |
| --- | --- | --- | --- |
| N1-N4 Series Debenture | 15.00% | August 15, 2026 | 428,729 |
The
Company has not honored the repayment of the above debentures as on the original maturity date, but has obtained an extension from
the lender up to August 15, 2026. During the year, the Company repaid a total of $1,289,867 towards its secured debentures. However, due to the absence of tranche-wise repayment information, management is unable to identify
the specific series of debentures to which the repayments relate. Accordingly, the closing outstanding balance of $428,729 has been disclosed on an aggregate basis for all secured debenture series.
The
debentures are secured by a subordinated lien on intellectual property, current assets and movable property and equipment of certain
material foreign subsidiaries.
F-23
**Roadzen
Inc.**
**Notes
to the consolidated financial statements**
**(in
US $, except share count)**
**c)
Convertible debenture**
During
the year ended March 31, 2026, the Company has outstanding $1.10 million unsecured convertible debentures to different parties which
had a maturity date of December 15, 2025. The instruments carry an interest rate of 13% per annum, unless otherwise specified, as below.
As of March 31, 2026, the Company has not honored the repayment of the unsecured convertible debentures, and no conversion
option has been exercised.
**Redemption/Conversion**
**On
Maturity**
If
any amount of principal or interest under the notes remain outstanding on the maturity date, the Company shall repay the principal together
with payment of accrued interest.
**Optional
Conversion:** The unpaid principal amount of this debenture (together with all accrued but unpaid interest thereon) shall be convertible,
in whole or in part, at the option of the Holder at any time prior to the payment in full of the principal amount of this Debenture,
into such number of Ordinary Shares as is determined by dividing the principal amount of the Debenture so converted (together with all
accrued but unpaid interest thereon) by the conversion price of $8.50, determined by the greater of (i) the volume-weighted average price
of RDZN for the thirty (30) trading day period immediately preceding December 15, 2024 and (ii) 85% of the Conversion Price then in effect,
resulting in an optional conversion into 150,995 Ordinary Shares.
**Mandatory
Conversion by Company:** If at any time after the Original Issuance Date, of the closing price of the Common Stock of the company for
any 20 Trading Days within a consecutive 30 Trading Day-period exceeding 130% of the then-applicable Conversion Price, then the Company
shall thereafter have the right, at any time upon written notice to the Holder, to convert the unpaid principal amount of this Debenture
(together with all accrued but unpaid interest thereon) into such number of shares of fully paid and non-assessable shares of Common
Stock as is determined by dividing the principal amount of the Debenture (together with all accrued but unpaid interest thereon) by the
Conversion Price (a “Company Conversion”).
**Warrants
Entitlement**
The
Company has agreed to issue the warrants to the debenture holders within 90 days of the closing of the securities purchase agreement.
The warrants shall be equivalent to the 10% of the original principal balance of the notes. The exercise price of the Warrants shall
be eight dollars and fifty cents ($8.50) per Warrant Share. The Warrants shall expire five (5) years after issuance.
**d)
Convertible notes**
During
the quarter ended December 31, 2025, the Company entered into a securities purchase agreement with an institutional investor pursuant
to which it issued junior convertible notes with an aggregate principal amount of $5.56 million, for gross proceeds of $5.0 million,
before fees and other expenses. The notes were issued on November 21, 2025 pursuant to a registered public offering (the “November
2025 Notes”).
F-24
**Roadzen
Inc.**
**Notes
to the consolidated financial statements**
**(in
US $, except share count)**
The
November 2025 Notes have a contractual maturity of 18 months from the date of issuance and bear interest at a rate of 14% per annum,
increasing to 18% per annum upon the occurrence and during the continuation of an event of default. A portion of the principal amount
of $0.93 million, together with accrued but unpaid interest, is payable in quarterly installments, commencing three months from the date
of issuance.
The
November 2025 Notes are convertible at the option of the holders, in whole or in part, at any time, into Ordinary Shares at an initial
conversion price of $2.25 per share, subject to customary anti-dilution adjustments and beneficial ownership limitations. The Company
may redeem all or any portion of the outstanding November 2025 Notes upon written notice by paying the outstanding principal amount together
with accrued interest and a make-whole amount, as defined in the note agreement. Upon the occurrence of an event of default, the holders
may require redemption of the November 2025 Notes or elect conversion at the applicable default conversion price.
On
January 8, 2026, the institutional investor elected to convert a principal amount of $100,000.00 of November 2025 Notes, plus the related
aggregate accrued and unpaid interest and Make-Whole Amount of $120,715.22 into 98,096 Ordinary Shares. The fair valuation
of the November 2025 Notes as of March 31, 2026 is $6,531,602.
As
of March 31, 2026, the fair value of the November 2025 Notes was estimated using appropriate valuation techniques with key assumptions
as follows:
Schedule of assumptions used in calculating estimated fair value of convertible notes
| Risk free rate | 4.31 |
| --- | --- |
| Volatility | 142,66% |
| Annual Interest rate | 14% |
| Conversion Price | $2.25 |
During
the quarter ended March 31, 2026, the Company entered into a securities purchase agreement with the same institutional investor pursuant
to which it issued junior convertible notes with an aggregate principal amount of $5.56 million, for gross proceeds of $5.0 million,
before fees and other expenses. The notes were issued on January 20, 2026 pursuant to a registered public offering (the “January
2026 Notes”).
The
January 2026 Notes have a contractual maturity of approximately 17 months from the date of issuance, maturing on June 20, 2027, and bear
interest at a rate of 14% per annum, increasing to 18% per annum upon the occurrence and during the continuation of an event of default.
A portion of the principal amount of $0.93 million, together with accrued but unpaid interest, is payable in quarterly installments,
commencing three months from the date of issuance.
The
January 2026 Notes are convertible at the option of the holders, in whole or in part, at any time, into Ordinary Shares at an initial
conversion price of $3.50 per share, subject to customary anti-dilution adjustments and beneficial ownership limitations. In connection
with this issuance, the Company and the investor amended the November 2025 Notes to add cross-default provisions and certain covenants
consistent with the terms of the new notes, and include covenants that limit the Company’s ability to incur additional indebtedness
or certain equity or equity-linked securities while the Notes are outstanding.
The
fair valuation of the convertible notes as at March 31, 2026 is $5,673,813.
As
of March 31, 2026, the fair value of the January 2026 Notes was estimated using appropriate valuation techniques with key assumptions
as follows:
Schedule of assumptions used in calculating estimated fair value of convertible notes
| Risk free rate | 4.31 |
| --- | --- |
| Volatility | 142,66% |
| Annual Interest rate | 14% |
| Conversion Price | $3.50 |
**e)
Loans from others**
During
the quarter ended June 30, 2023, the Company (through Roadzen (DE)) entered into a $7.5 million senior secured note purchase agreement
with Mizuho Securities USA LLC as lender and administrative agent, which originally had a maturity date of June 30, 2024. In connection
with this facility, on May 14, 2024, and as required under the terms of the agreement, the Company issued to the lender warrants to purchase1,432,517 Ordinary Shares at an exercise price of $0.001 per share.
On
July 26, 2024, the Company entered into Amendment No. 1 to the senior secured notes, providing for an additional $4.0 million
in principal, bringing the total principal amount to $11.5 million, and extending the maturity date to December 31, 2024. The
amended notes otherwise maintained all original terms, including a 15% per annum interest rate, without the requirement for any
additional warrants.
On
February 28, 2025, the Company entered into Amendment No. 2 to the senior secured notes, which (i) extended the maturity date of the
$11.5 million in outstanding principal from December 31, 2024 to December 31, 2025, and (ii) provided for the joinder of Roadzen Inc.
(the British Virgin Islands parent) as an additional guarantor under the facility. No additional principal was advanced under Amendment
No. 2, and the aggregate outstanding principal was confirmed at $11.5 million. In connection with the amendment, the Company issued to
the lender an amended and restated warrant to purchase an additional 104,566 Ordinary Shares at an exercise price of $0.001 per share,
increasing the total warrant coverage to 1,537,083 Ordinary Shares at an exercise price of $0.001 per share; this amended and restated
warrant amends, restates and supersedes in its entirety the original warrant for 1,432,517 Ordinary Shares issued on May 14, 2024. The
Company also granted the lender registration rights with respect to the resale of the ordinary shares issuable upon exercise of the warrant.
The interest rate and other principal terms of the notes were otherwise unchanged.
On June 26, 2026, subsequent to the reporting date, the Company entered into Amendment to the senior secured notes with Mizuho Securities USA LLC, which extended
the maturity date of the $11.5 million in outstanding principal from December 31, 2025 to July 7, 2027. Following this amendment, the
cover page of the note purchase agreement provides for up to $11,500,000 of senior secured notes due July 7, 2027. No additional principal
was advanced under the new Amendment, and the interest rate and other principal terms of the notes were otherwise unchanged.
**f)** As of March 31, 2026, the aggregate maturities of long-term borrowings are as follows:
Schedule
of maturities of long-term borrowings excluding convertible notes
| | |
| --- | --- |
| Period ending March 31, 2027 | 9,829,713 |
| Period ending March 31, 2028 | 14,324,645 |
| Period ending March 31, 2029 | 42,170 |
| Period ending March 31, 2030 | 39,863 |
| Period ending March 31, 2031 | 10,803 |
| Long-term borrowings excluding convertible notes | 24,247,194 |
F-25
**Roadzen
Inc.**
**Notes
to the consolidated financial statements**
**(in
US $, except share count)**
**B
Short-term borrowings**
Schedule
of short term borrowings
| Line item | As of March 31, 2026 | As of March 31, 2025 |
| --- | --- | --- |
| Loans from banks (note a) | 397,274 | 263,846 |
| Loans from related parties | 135,347 | 115,086 |
| Loans from others (note b) | 7,310,646 | 19,486,713 |
| Short term borrowings | 7,843,267 | 19,865,645 |
**a)
Loans from banks and others**
Summary of loans from banks and others
Particulars Weighted average borrowing rate
Short-term borrowings from banks and others 65.83%
**b)
Loan from others**
1.
Promissory Note
As the accounting acquirer Roadzen (DE) has assumed promissory note amounting to $2.7 million at a discount of 10% which was obtained
to finance transaction costs in connection with the Business Combination. The Promissory note is not convertible and interest of 20%
per annum and is due and payable upon the earlier of the date on which the Company consummates its initial Business Combination or the
date of the liquidation of the Company. During the quarter ended December 31, 2025, an aggregate amount of $250,000 of principal and
$136,959 of accrued interest under the promissory note was settled through issuance of 309,567 Ordinary Shares of the Company. Following
such settlement, the outstanding balance of the promissory note was reduced accordingly.
On
February 28, 2026, the Company entered into an Agreement for Mutual Set-Off, Waiver, and Release of Obligations between Roadzen, Inc.
(DE) and Roadzen Inc. (BVI). Pursuant to the agreement, obligations totaling $1,127,689 (including accrued interest) under the promissory
note were discharged by way of mutual set-off against advance receivables of $645,000 previously funded by Roadzen (DE) to the original
note purchaser through intermediaries, together with the related original issue discount of $64,500 and accrued compounded interest of
$418,189. The outstanding balance of the promissory note (including interest) was reduced by $1,127,689. The net outstanding payable
of the original note of $2.7 million as of March 31, 2026 is $1.7 million.
Additionally,
Roadzen (DE) also assumed Convertible Promissory Note amounting to $1.03 million which was obtained to finance transaction costs in connection with a Business Combination. The Convertible Promissory Notes
is a non interest-bearing instrument and payable upon the consummation of a Business Combination or may be convertible into warrants
of the post-Business Combination entity at a price of $1.00 per warrant at the holder’s discretion. The warrants would be identical to the private placement warrants described in note
17.
The Company has not honored repayment of these promissory notes on their due dates.
2. Senior Notes
During the quarter ended March 31, 2024 and June 30, 2024 the Company issued three $0.5 million notes totaling $1.5 million at an interest
rate of 17.5% and maturing on the sixth month anniversary of each note’s funding, although failure to pay the principal and accrued
interest by that date does not constitute an event of default, increasing two percentage points each month thereafter to a maximum of29.5%. During the quarter ended December 31, 2025, the Company paid off one note in full, as well as the principal on a second note.
Subsequent to the reporting date, the Company paid off the full accrued interest on the second note, thereby leaving one note outstanding
with a principal balance of $0.6 million (inclusive of $0.1 million of accrued interest reset into the principal).
3. Junior Convertible Notes
On March 31, 2025, the Company entered into a securities purchase agreement with an institutional investor (the “Junior Investor”)
under which the Company agreed to issue and sell, in a registered public offering, junior convertible notes for up to an aggregate principal
amount of $2,300,000 (the “Junior Notes”) that may be convertible into the Company’s Ordinary Shares. The Junior Notes
were sold for a gross purchase price of $2,000,000 before fees and other expenses. On April 1, 2025, the Company completed the sale of
the Junior Notes to the Junior Investor and issued the Junior Notes. The Junior Notes will mature one year from the date of issuance
and will bear interest at a rate of 16% per annum (increasing to 18% per annum upon the occurrence and during the continuation of an
event of default). 25% of the principal amount of the Junior Notes (less any amount previously converted by the holders), together with
accrued but unpaid interest, is payable quarterly, commencing three months after the date of issuance.
The
Junior Notes had an initial conversion price of $2.00, which was subsequently reduced to $1.40. During the quarter ended December 31,
2025 the Company fully settled the outstanding Junior Notes. An aggregate amount of $108,106 of principal and accrued interest was settled
through the issuance of Ordinary Shares, with the remaining balance repaid in cash. As a result, no Junior Notes were outstanding as
of the reporting date.
4. Junior Business Loan
On November 12, 2025 Roadzen (DE) entered into a Junior Business Loan and Security Agreement with Agile Lending, LLC (“Agile”)
for a principal amount of $3.0 million, refinancing and replacing the previous Junior Business Loan and Security Agreement entered into
by National Automobile Club, Inc. (“NAC”) on August 7, 2025. The loan is secured by a continuing security interest in Roadzen
(DE)’s assets, including its accounts, equipment, inventory, general intangibles, and deposit accounts, together with all proceeds
thereof, as defined in the agreement. The loan carries an effective payment multiplier of 1.42, inclusive of all interest and fees, is
repayable in weekly installments and matures 36 weeks from the effective date, on July 22, 2026.
On March 18, 2026, the Company entered into an additional Junior Business Loan and Security Agreement with Agile for a principal amount
of $2,625,000. The loan is secured by a continuing security interest in substantially all of the assets of the borrowers, including accounts,
equipment, inventory, general intangibles (including intellectual property), deposit accounts and the proceeds thereof, on a junior basis,
as defined in the agreement. The loan carries an effective payment multiplier of 1.42, inclusive of all interest and fees, is repayable
in weekly installments, and matures 36 weeks from the effective date, on November 24, 2026.
F-26
**Roadzen
Inc.**
**Notes
to the consolidated financial statements**
**(in
US $, except share count)**
**14Other long-term liabilities**
Summary of other long-term liabilities
| Line item | As of March 31, 2026 | As of March 31, 2025 |
| --- | --- | --- |
| Retirement benefits | 279,966 | 269,767 |
| Accounts payable(i) | 3,000,000 | - |
| Deferred tax liability | 1,023,553 | 41,687 |
| Deferred revenue | 257,727 | 255,197 |
| Total | 4,561,246 | 566,651 |
(i) Account payable include SPAC payable of $3,000,000 and $0 as of March 31, 2026 and March 31, 2025, respectively. The Company entered into an extension agreement with one of the parties to the SPAC payable extending the amount payable to July 7, 2027. In the prior year, the payable was included within current liabilities, under accounts payable.
**15Employee benefit plans**
The
Company has employee benefit plans in the form of certain statutory and other programs covering its employees.
**Defined
benefit plan (unfunded)**
In
accordance with Indian law, the Indian Subsidiaries of The Company provides a defined benefit retirement plan (the “Gratuity Plan”)
covering substantially all of its Indian employees. The Gratuity Plan provides a lump-sum payment to vested employees upon retirement
or termination of employment in an amount based on each employee’s salary and duration of employment with the Company. The Gratuity
Plan benefit cost for the year is calculated on an actuarial basis. The Company contributes the required funding for all ascertained
liabilities to the Gratuity Plan. There is no plan asset against the defined benefit plan.
The
following table sets forth the amounts recognized in the Company’s financial statements based on actuarial valuations carried out
as of March 31 2026 and 2025:
Schedule of amounts recognized in financial statements based on actuarial valuations
| Change in benefit obligation | As of March 31, 2026 | As of March 31, 2025 |
| --- | --- | --- |
| Projected benefit obligation at the beginning of the year | 295,231 | 264,527 |
| Interest costs | 19,137 | 18,610 |
| Past service cost | 16,771 | - |
| Service costs | 80,969 | 75,401 |
| Actuarial (gain) loss | (43,282) | (40,582) |
| Benefits paid | (36,991) | (15,902) |
| Effect of exchange rate changes | (29,202) | (6,823) |
| Projected benefit obligation at the end of the year | 302,633 | 295,231 |
| Amounts recognized in the Consolidated Balance Sheets consist of | | |
| Current liabilities (recorded under accrued expenses and other current liabilities) | 22,667 | 25,464 |
| Non-current liabilities (recorded under other liabilities) | 279,966 | 269,767 |
| | 302,633 | 295,231 |
F-27
**Roadzen
Inc.**
**Notes
to the consolidated financial statements**
**(in
US $, except share count)**
**Net
defined benefit plan costs include the following components for:**
Schedule of components of net defined benefit plan costs
| Line item | As of March 31, 2026 | As of March 31, 2025 |
| --- | --- | --- |
| Interest costs | 19,137 | 18,610 |
| Service costs | 80,969 | 75,401 |
| Actuarial (gain) loss | (43,282) | (40,582) |
| Total | 56,824 | 53,429) |
The
estimated net defined benefit plan cost over the next fiscal year is $22,661.
**The
principal assumptions used in determining gratuity for the Company’s plans are shown below:**
Summary of principal assumptions used in determining gratuity
| Line item | As of March 31, 2026 | As of March 31, 2025 |
| --- | --- | --- |
| Discount rate | 7.78% / 7.90% | 7.04% / 6.99% |
| Rate of increase in compensation per annum | 10% / 5.50% | 10% / 5.50% |
| Retirement age (in years) | 60 | 60 |
The
Company evaluates these assumptions based on projections of the Company’s long-term growth and prevalent industry standards.
The
expected benefit plan payments set forth below reflect expected future service:
Schedule of expected benefit plan payments
| Year ending March 31 | Amounts |
| --- | --- |
| 2027 | 22,661 |
| 2028 | 36,470 |
| 2029 | 44,520 |
| 2030 | 62,036 |
| 2031 | 62,987 |
| 2032-2036 | 497,537 |
| Expected benefit plan payments | 726,211 |
The
Company’s expected benefit plan payments are based on the same assumptions that were used to measure the Company’s benefit
obligations as of March 31, 2026
**Defined
contribution plans**
The
Indian Subsidiaries of The Company makes contributions to Employee provident fund and Employee state insurance, determined as a specified
percentage of employee salaries, in respect of qualifying employees towards defined contribution schemes. During the years March 31,
2026 and March 31, 2025, the Company contributed $71,202 and $135,330 respectively to defined contribution plans in India.
F-28
**Roadzen
Inc.**
**Notes
to the consolidated financial statements**
**(in
US $, except share count)**
**16Ordinary shares**
As
of March 31, 2026, the Company was authorized to issue 220,000,000 shares of ordinary shares, $0.0001 par value.
The
holders of ordinary shares are entitled to receive dividends as declared from time to time and are entitled to one vote per share at
meetings of the Company. In the event of liquidation, the holders of ordinary shares are eligible to receive an equal share in the distribution
of the surplus assets of the Company based on their percent of ownership.
As
of March 31, 2026 and March 31, 2025, the Company’s ordinary shares outstanding were 79,695,672 and 74,290,986 respectively.
The
following table summarizes the Company’s ordinary shares reserved for future issuance on an as-converted basis:
Schedule of ordinary shares reserved for future issuance
| Line item | As of March 31, 2026 | As of March 31, 2025 |
| --- | --- | --- |
| Remaining shares available for future issuance under the Company’s equity incentive plan | 16,376,407 | 9,714,986 |
| Warrants | 21,070,276 | 21,618,972 |
**17Warrants**
In
connection with Vahanna’s initial public offering in 2021, 10,004,994 Public Warrants and 9,152,087 warrants were issued. Both Public Warrants and Private
Placement Warrants remained outstanding and became warrants to purchase Ordinary Shares in the Company upon the close of the Business
Combination. During the quarter ended December 31, 2025 the Company registered the Private Placement Warrants and Ordinary Shares underlying
them, thereby removing all restrictions on the Private Placement Warrants. As a result, the Company is no longer differentiating between
the Public and Private Placement Warrants and only uses the term Public Warrants.
As
of March 31, 2026, there were 19,157,081 Public Warrants outstanding. No fractional shares will be issued upon exercise of the Public
Warrants. Each whole warrant entitles the registered holder to purchase one Ordinary Share at a price of $11.50 per share. The Public
Warrants, and Private Placement Warrants when they were initially issued, became exercisable as of October 20, 2023. The Public Warrants
will expire five years from the Business Combination or earlier upon redemption or liquidation.
F-29
**Roadzen
Inc.**
**Notes
to the consolidated financial statements**
**(in
US $, except share count)**
The
Company may redeem the outstanding warrants:
- at a price of $0.001 per warrant;
- upon not less than 30 days’ prior written notice of redemption given to each warrant holder; and
- if, and only if, the reported last sale price of the Ordinary Shares equals or exceeds $18.00 per share (as adjusted for stock splits, stock dividends, reorganizations, recapitalizations and the like) for any 20 trading days within a 30-trading day period commencing once the warrants become exercisable and ending three business days before the Company send the notice of redemption to the warrant holders.
If
the Company calls the Public Warrants for redemption, as described above, its management will have the option to require any holder that
wishes to exercise the Public Warrants to do so on a “cashless basis,” as described in the warrant agreement. The exercise
price and number of Ordinary Shares issuable upon exercise of the Public Warrants may be adjusted in certain circumstances including
in the event of a share dividend, extraordinary dividend or recapitalization, reorganization, merger or consolidation. However, the Public
Warrants will not be adjusted for issuances of Ordinary Shares at a price below its exercise price. Additionally, in no event will the
Company be required to net cash settle the Public Warrants.
As required by the terms of the March 2024 SPA, the Company issued the March 2024 SPA Warrants, including warrants
to purchase 50,000 Ordinary Shares to Krishnan-Shah Family Partners, LP, on June 20, 2024, warrants to purchase 50,000 Ordinary Shares
to Ms. VedBrat on each of June 20, 2024 and October 20, 2024.
On
May 14, 2024, as required by the terms of the senior secured notes agreement entered with Mizuho in June 30, 2023, the Company issued
to Mizuho a warrant to purchase 1,537,086 Ordinary Shares at an exercise price of $0.001 per share (the “Mizuho Warrants”).
On
December 15, 2024 the Company entered into an underwriting agreement with ThinkEquity LLC and as required by the terms of this agreement,
the Company issued warrants to purchase 115,000 shares of the Company at an exercise price of $1.5625 per share (the “Dec ThinkEquity
Warrants”).
On
January 3, 2025 the Company entered into a placement agency agreement with ThinkEquity LLC and as required by the terms of this agreement,
the Company issued warrants to purchase 111,115 Ordinary Shares at an exercise price of $2.8125 per share (the “Jan ThinkEquity
Warrants”).
As
of March 31, 2026, there were 150,000 March 2024 SPA Warrants, 1,537,086 Mizuho Warrants and 115,000 Dec ThinkEquity Warrants and 111,115 Jan ThinkEquity Warrants outstanding.
F-30
**Roadzen
Inc.**
**Notes
to the consolidated financial statements**
**(in
US $, except share count)**
**18Revenue**
The
following table summarizes revenue by the Company’s service offerings:
Schedule
of revenue by service offerings
| Line item | For the year ended / March 31, 2026 | For the year ended / March 31, 2025 |
| --- | --- | --- |
| Revenue from services | | |
| Commission and Distribution Income | 27,746,336 | 23,447,282 |
| Income from Insurance as a Service | 27,275,456 | 20,848,816 |
| Revenues | 55,021,792 | 44,296,098 |
There
were three customers that individually represented 13%, 10% and 8% of the Company’s revenue for the period ended March 31, 2026
and one customer that individually represents 8% of the Company’s accounts receivable balance as of March 31, 2026.
There
were three customers that individually represented 14%, 13% and 10% of the Company’s revenue for the year ended March 31, 2025
and one customer that individually represented 23% of the Company’s accounts receivable balance as of March 31, 2025.
**Contract
balances**
The
following table provides information about receivables and contract liabilities from contracts with customers:
Summary
of contract liabilities from contract with customers
| Line item | As of March 31, 2026 | As of March 31, 2025 |
| --- | --- | --- |
| Contract liabilities | | |
| Deferred revenue | 921,050 | 1,149,019 |
| Total contract liabilities | 921,050 | 1,149,019 |
| Contract assets | | |
| Unbilled revenue | 6,626,705 | 6,201,942 |
| Total contract assets | 6,626,705 | 6,201,942 |
The Company records deferred revenues when cash payments are received or due in advance of Company’s performance. Deferred revenues primarily
relate to commission and distribution income and insurance as a service. The amount of revenue recognized for the period ended March 31,
2026 that was included in the deferred revenue balance as of March 31, 2025 was $893,822. The amount of revenue recognized in the year
ended March 31, 2025 that was included in the deferred revenue balance as of March 31, 2024 was $656,988.
Contract
assets represent a conditional right to consideration for satisfied performance obligations that become a receivable when the conditions
are satisfied. Contract assets are generated when contractual billing schedules differ from the timing of revenue recognition or cash
collection and are included in “prepayments and other current assets” in the consolidated balance sheets which will be billed
in the month subsequent to the period in which performance obligations were satisfied.
The
following table provides information about the geographical segregation of the revenue of the Company:
Schedule
of geographical segregation of revenue
| Line item | For the year ended March 31, 2026 | For the year ended March 31, 2025 |
| --- | --- | --- |
| India | 32,024,797 | 23,424,135 |
| United States of America | 11,943,271 | 11,564,374 |
| United kingdom | 6,340,221 | 9,307,589 |
| China | 4,713,503 | - |
| Total | 55,021,792 | 44,296,098 |
F-31
**Roadzen
Inc.**
**Notes
to the consolidated financial statements**
**(in
US $, except share count)**
**19Business combinations**
**a)
Daokang (Beijing) Data Science Company Ltd.**
Roadzen
(DE) entered into a joint venture with WI Harper VIII LLP and Shangrao Langtai Daokang Information Technology Co. Ltd. in July 2017,
whereby Roadzen (DE) invested $2,500,030 in exchange for a 34.5% equity stake in Daokang. As the Company could not previously obtain
reliable, adequate financial information, Daokang was fully impaired as of March 31, 2025 and now reinstated as per the fair valuation along with the incremental investment of $1 million.
During
the quarter ended September 30, 2025, and effective April 1, 2025, Roadzen (BVI) and the other shareholders and directors of Daokang
agreed to reaffirms Roadzen’s board, governance and management control, including one additional tiebreaking vote in the event
of a deadlock, and sole authority to designate Daokang’s Chief Executive Officer who reports directly to the chairman of the board
representing Roadzen, Inc. As a result, the Company received the required financial information from Daokang, thereby enabling it to
consolidate Daokang’s financial results in the Company’s consolidated financial statements retroactive to April 1, 2025.
Daokang represents, and is expected to continue to represent, less than 10% of the Company’s consolidated revenue.
The acquisition has been accounted for as a business combination under ASC 805 using the acquisition method of accounting.
The
fair value of purchase consideration as determined in the independent valuation report is as follows:
Schedule of fair value purchase
consideration independent valuation
| | |
| --- | --- |
| Fair value of previously held equity interest (34.5%) remeasured at acquisition date | 1,225,893 |
| Incremental investment to obtain control of Daokang | 1,000,000 |
| Fair value of total consideration | 2,225,893 |
The
major classes of assets and liabilities to which we have allocated the purchase price were as follows:
Schedule
of major classes of assets and liabilities allocated to purchase price
| | |
| --- | --- |
| Property, plant and equipment | 19,351 |
| Working capital | 711,730 |
| Identifiable intangible asset | 3,173,217 |
| Other liabilities | (327,622) |
| Total identifiable net assets | 3,576,676 |
| Capital contribution subsequent to acquisition date | 1,000,000 |
| Net assets considered for purchase price allocation | 4,576,676 |
| Gain on bargain purchase (i) | (165,496) |
| Fair value of non controlling interest holders | 2,185,287 |
| Total Purchase consideration | 2,225,893 |
*(i)* *The gain on bargain purchase presented above is based on the acquisition-date exchange rate (April 1, 2025).*
Following
are details of the purchase price allocated to the intangible asset acquired:
Schedule
of purchase price allocated to intangible assets acquired
| Line item | Amount | Weighted average life |
| --- | --- | --- |
| Patent - Mobile vehicle insurance survey system | 237,855 | 5 years |
| Patent - Mobile vehicle insurance smart dispatch system | 237,855 | 5 years |
| Software - Video Inspection System | 1,749,640 | 5 years |
| Software - Insurance Dispatching System | 753,533 | 5 years |
| Intangible assets under development | 194,334 | 5 years |
**b)
EliteCover Insurance Solutions, Inc.**
During
the quarter ended December 31, 2025, Roadzen (DE) acquired 55% of the equity interest in EliteCover Insurance Solutions, Inc. (“ECI”)
for a total contractual consideration of USD 2,500,000 pursuant to a Stock Purchase Agreement dated October 24, 2025. ECI is a California
licensed insurance broker and managing general underwriter holding a Coverholder appointment from Lloyd’s of London. Management
has determined that Roadzen obtained control over ECI effective November 30, 2025, being the date from which Roadzen obtained majority
voting rights and the ability to direct the relevant activities of ECI. Accordingly, the financial results of ECI have been included
in the Company’s consolidated financial statements from November 30, 2025. The acquisition has been accounted for as a business
combination under ASC 805 using the acquisition method of accounting.
F-32
**Roadzen
Inc.**
**Notes
to the consolidated financial statements**
**(in
US $, except share count)**
The
fair value of purchase consideration as determined in the independent valuation report is as follows:
Schedule of fair value purchase
consideration independent valuation
| | |
| --- | --- |
| Initial consideration | 1,000,000 |
| Fair value of contingent consideration (milestone based) | 1,390,617 |
| Fair value of total consideration | 2,390,617 |
The
major classes of assets and liabilities to which we have allocated the purchase price were as follows:
Schedule
of major classes of assets and liabilities allocated to purchase price
| | |
| --- | --- |
| Property, plant and equipment | 16,580 |
| Working capital | (470,060) |
| Identifiable intangible asset – Customer relationship | 1,470,472 |
| Other liabilities | (169,840) |
| Total identifiable net assets | 847,152 |
| Goodwill (Refer Note 20) | 2,001,112 |
| Fair value of non controlling interest holders | (457,647) |
| Total Purchase consideration | 2,390,617 |
The
excess of purchase consideration over the fair value of net tangible and identifiable intangible assets acquired has been recorded as
goodwill and is primarily attributable to the expected synergies from integration of ECI’s licensed insurance distribution infrastructure
Following
are details of the purchase price allocated to the intangible asset acquired:
Schedule
of purchase price allocated to intangible assets acquired
| Line item | Amount | Weighted average life |
| --- | --- | --- |
| Acquired customer contracts | 1,470,472 | 5 years |
**c)
Houseneed Doorstep Services Private Limited (“VehicleCare”)**
During the quarter ended December 31, 2025, Roadzen Technologies Private
Limited (“RTPL”), a wholly owned subsidiary of the Company, acquired 100% of the equity interest in Houseneed Doorstep Services
Private Limited, a company that operates its business under the brand “VehicleCare,” for a total consideration of $5,282,380 ($4,408,940 payable in shares of RTPL and $873,440 in cash).
VehicleCare operates a technology-led vehicle care platform that enables insurers to digitally manage the entire
claims and repair journey from claim assessment and approval to repair execution and settlement leveraging artificial intelligence, standardized
repair protocols, and a repair-over-replacement philosophy. Management has determined that the Company obtained control over VehicleCare
effective January 1, 2026, being the date from which the Company obtained 100% equity ownership and the ability to direct the relevant
activities of the company. Accordingly, the financial results of VehicleCare have been included in the Company’s consolidated financial
statements from January 1, 2026. The acquisition has been accounted for as a business combination under ASC 805 using the acquisition
method of accounting.
The
fair value of purchase consideration as determined in the independent valuation report is as follows:
Schedule of fair value purchase
consideration independent valuation
| | |
| --- | --- |
| Cash consideration | 895,665 |
| Consideration via issuance of equity shares | 4,520,579 |
| Fair value of total consideration | 5,416,244 |
The
major classes of assets and liabilities to which we have allocated the purchase price were as follows:
Schedule
of major classes of assets and liabilities allocated to purchase price
| | |
| --- | --- |
| Property, plant and equipment | 5,169 |
| Working capital | (918,562) |
| Identifiable intangible asset | 3,256,733 |
| Other liabilities | (553,163) |
| Total identifiable net assets | 1,790,177 |
| Goodwill (Refer Note 20) | 3,626,067 |
| Total Purchase consideration | 5,416,244 |
F-33
**Roadzen
Inc.**
**Notes
to the consolidated financial statements**
**(in
US $, except share count)**
The
excess of purchase consideration over the fair value of net tangible and identifiable intangible assets acquired has been recorded as
goodwill and is primarily attributable to the expected synergies from integration of VehicleCare’s technology platform and infrastructure
into the Company’s broader insurtech ecosystem.
Following
are details of the purchase price allocated to the intangible asset acquired:
Schedule
of purchase price allocated to intangible assets acquired
| Line item | Amount | Weighted average life |
| --- | --- | --- |
| Software – VehicleCare AI claims and repair management platform | 3,256,733 | 5 years |
**20Goodwill**
A
summary of the changes in carrying value of goodwill is as follows:
Schedule
of goodwill
| Line item | As of March 31, 2026 | As of March 31, 2025 |
| --- | --- | --- |
| Opening balance | 2,061,553 | 2,061,553 |
| Goodwill relating to acquisitions consummated | 5,627,178 | - |
| Goodwill on account of consolidation of stepdown subsidiary | 244,319 | - |
| Effect of exchange rate changes | (316,076) | - |
| Closing balance | 7,616,973 | 2,061,553 |
**21Financial instruments**
The
Company measures its convertible promissory notes and Forward Purchase Agreement asset at fair value. The Company’s convertible
promissory notes are categorized as Level 1 because they are measured based on observable listed prices of such instruments. The Forward
Purchase Agreement is categorized as Level 3 because of unobservable inputs and other estimation techniques due to the absence of quoted
market prices, inherent lack of liquidity and the tenure of such financial instruments.
**Financial
instruments measured at fair value on a recurring basis**
The
following table represents the fair value hierarchy for the Company’s financial instruments measured at fair value on a recurring
basis as of March 31, 2026:
Schedule
of financial instruments measured at fair value on recurring basis
_March 31, 2026_
| Particulars | Fair Value Measured using / Level 1 | Fair Value Measured using / Level 2 | Fair Value Measured using / Level 3 | Fair Value Measured using / Total |
| --- | --- | --- | --- | --- |
| Financial liabilities: | | | | |
| Derivative warrant liabilities | — | 1,987,003 | — | 1,987,003 |
| Convertible debentures | — | 1,029,374 | — | 1,029,374 |
| Convertible Promissory Notes | — | — | 12,205,415 | 12,205,415- |
| | — | 3,016,377 | 12,205,415 | 15,221,792 |
F-34
**Roadzen
Inc.**
**Notes
to the consolidated financial statements**
**(in
US $, except share count)**
_March 31, 2026_
| Particulars | Fair Value Measured using / Level 1 | Fair Value Measured using / Level 2 | Fair Value Measured using / Level 3 | Fair Value Measured using / Total |
| --- | --- | --- | --- | --- |
| Financial assets: | | | | |
| Forward purchase agreement | — | - | 6,800,000 | 6,800,000 |
| | — | - | 6,800,000 | 6,800,000 |
The
Company uses a third-party valuation specialist to assist management in its determination of the fair value of its Level 2 classified
derivative warrant liabilities and convertible promissory notes. The fair value of these financial instruments is based on the volatility
of its ordinary share warrants, based on implied volatility from the Company’s traded warrants and from historical volatility of
select peer companies Ordinary Shares that matches the expected remaining life of the warrants.
The
Company uses a third party valuation specialist to assist management in its determination of the fair value of its Level 3 classified
Convertible Notes and Forward Purchase Agreement. The instruments were fair valued using a Monte Carlo simulation model utilizing assumptions
related to the contractual term of the instruments and current interest rates.
The
following table presents a reconciliation of the Company’s Level 3 financial instruments measured and recorded at fair value on
a recurring basis as of March 31, 2026 for Financial Asset: Forwards Purchase Agreement, and for Financial Liability: Convertible Promissory
notes and Convertible Notes.
Schedule
of fair value, liabilities measured on recurring basis, unobservable input reconciliation
| Line item | Financial asset / Forward purchase agreement | Financial liability / Convertible Notes | Financial liability / Convertible Promissory Notes |
| --- | --- | --- | --- |
| Initial measurement | 46,190,195 | 11,111,110 | 1,029,374 |
| Cash receipt | 4,790,633 | — | — |
| Change in fair value | (44,180,828) | 1,094,305 | — |
| Balance as of March 31, 2026 | 6,800,000 | 12,205,415 | 1,029,374 |
F-35
**Roadzen
Inc.**
**Notes
to the consolidated financial statements**
**(in
US $, except share count)**
**Assets
measured at Fair Value on a non-recurring basis**
The
Company’s non-financial assets, such as goodwill, intangible assets and property and equipment are adjusted to fair value when
an impairment charge is recognized. Such fair value measurements are based predominately on Level 3 inputs.
***Non-Marketable
Equity Securities***
The
Company measures its non-marketable equity securities that do not have readily determinable fair values under the measurement alternative
at cost less impairment, adjusted by price changes from observable transactions recorded within “Other income/(expense) net”
in the consolidated statements of operations. The Company’s non-marketable equity securities are investments in privately held
companies without readily determinable fair values and primarily relate to its investment in Daokang and Moonshot. The Company recorded
an impairment loss on its non-marketable equity securities, as more briefly discussed in note 6.
**Management
of risks**
**Interest
rate risk -** Interest rate risk is the risk that the fair value of future cash flows of a financial instrument will fluctuate due
to change to market interest rates. The Company is exposed to interest rate risk for its long- term debts where the interest rates are
variable according to the market conditions.
**Foreign
currency risk** - The Company monitors its foreign currency exposures on a regular basis. The operations are primarily denominated
in United States Dollars, Pounds Sterling, Indian Rupees, Chinese Renminbi and Euros. For the purpose of analyzing foreign currency exchange
risk, we considered the historical trends in foreign currency exchange rates. Based on a sensitivity analysis we have performed as of
March 31, 2026, an adverse 10% foreign currency exchange rate change applied to total monetary assets and liabilities denominated in
currencies other than the United States Dollar would not have a material effect on our financial statements.
**22Investments**
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.
**23Commitments and contingencies**
**A.
Leases - Accounted as per ASC 842 for the Period Ended March 31, 2026**
**Operating
leases**
The
Company leases office space under non-cancellable operating lease agreements, which expire on various dates through January 2033. Some
property leases contain extension options exercisable by the Company. The lease agreements do not contain any material residual value
guarantees or material restrictive covenants. The components of lease cost for the period ended March 31, 2026 are summarized below:
**i)
The following tables presents the various components of lease costs:**
Components
of lease cost
| Particulars | For the Year ended March 31, 2026 |
| --- | --- |
| Lease : | |
| Operating lease cost | 489,471 |
| Short-term lease cost | 240,015 |
| Total lease cost | 729,486 |
F-36
**Roadzen
Inc.**
**Notes
to the consolidated financial statements**
**(in
US $, except share count)**
**ii)
The following table presents supplemental information relating to the cash flow and non cash flows arising from lease transactions. Cash
payments related to short-term leases are not included in the measurement of operating liabilities, and, as such, are excluded from the
amounts below.**
Schedule of
supplemental cash flow information related to leases and non cash flows arising from lease transactions
Particulars For the Year ended March 31, 2026
Cash paid for amounts included in the measurement of lease liabilities:
Operating cash flows from operating leases 357,314
**iii)
Balance sheet information related to leases are as follows:**
Schedule of balance sheet information related to leases
| Particulars | For the Year ended March 31, 2026 |
| --- | --- |
| Operating Leases: | |
| Operating Lease ROU Asset, net | 1,374,147 |
| Short term liabilities | 325,255 |
| Long term liabilities | 699,817 |
| Total operating lease liabilities | 1,025,072 |
**iv)
Weighted Average**
Summary
of weighted average remaining lease terms and discount rates
For the Year ended March 31, 2026
Remaining Lease term (in years) 4.42
Discount rate 14.80%
**v)
Maturities of lease liabilities were as follows:**
Schedule
of maturities of lease liabilities
| Particulars / For Period Ended March 31, 2026 | Lease Liabilities (USD)* |
| --- | --- |
| 2027 | 471,894 |
| 2028 | 260,349 |
| 2029 | 220,472 |
| 2030 | 200,304 |
| 2031 | 86,301 |
| Thereafter | 39,513 |
| Total Lease Payments | 1,278,833 |
| Less: Imputed Interest | (253,761) |
| Total | 1,025,072 |
*\** *The lease liabilities are translated into U.S. Dollars using the closing rate for the period ended March 31, 2026*
**C.
Litigation and loss contingencies**
From
time to time, the Company may be subject to other legal proceedings, claims, investigations, and government inquiries (collectively,
Legal Proceedings) in the ordinary course of business. It may receive claims from third parties asserting, among other things, infringement
of their intellectual property rights, defamation, labor and employment rights, privacy, and contractual rights. There are no currently
pending Legal Proceedings that the Company believes will have a material adverse impact on the business or consolidated financial statements.
F-37
**Roadzen
Inc.**
**Notes
to the consolidated financial statements**
**(in
US $, except share count)**
**D.
Indemnifications**
In
the ordinary course of business, the Company enters into contractual arrangements under which the Company agrees to provide indemnification
of varying scope and terms to customers, business partners, and other parties with respect to certain matters, including losses arising
out of intellectual property infringement claims made by third parties, if the Company has violated applicable laws, if the Company is
negligent or commits acts of willful misconduct, and other liabilities with respect to its products and services and its business. In
these circumstances, payment is typically conditional on the other party making a claim pursuant to the procedures specified in the particular
contract. To date, the Company has not incurred any material costs as a result of such indemnifications and has not accrued any liabilities
related to such obligations in its consolidated financial statements.
**24Net loss per share**
Basic
net loss per share attributable to ordinary shareholders is computed by dividing the net loss by the number of weighted-average outstanding
ordinary shares. Diluted net loss per share attributable to ordinary shareholders is determined by giving effect to all potential common
equivalents during the reporting period, unless including them yields an antidilutive result. The Company considers its preferred stocks,
convertible notes and share warrants as potential common equivalents, but excluded them from the computation of diluted net loss per
share attributable to ordinary shareholders in the periods presented, as their effect was antidilutive.
The
following table sets forth the computation of basic net loss per share attributable to ordinary shareholders and preferred stock holders:
Schedule
of computation of basic net loss per share attributable to ordinary shareholders and preferred stockholders
| Particulars | For the Year ended / March 31, 2026 | For the Year ended / March 31, 2025 |
| --- | --- | --- |
| Numerator: | | |
| Net loss | (22,516,222) | (72,870,432) |
| Net loss attributable to Roadzen Inc. ordinary shareholders | (22,516,222) | (72,870,432) |
| Denominator: | | |
| Weighted-average shares used in computing net loss per share attributable to Roadzen Inc. ordinary shareholders - basic and diluted | 77,454,509 | 69,867,792 |
| Net loss per share attributable to Roadzen Inc. ordinary shareholders - basic and diluted | (0.29) | (1.04) |
The
Company’s potential dilutive securities, which include restricted stock units, convertible instruments and share warrants have
been excluded from the computation of diluted net loss per share as the effect would be anti- dilutive. Therefore, the weighted average
number of ordinary shares outstanding used to calculate both basic and diluted net loss per share is the same.
The
Company excluded the following potential common shares from the computation of diluted net loss per share as of March 31, 2026 and March
31, 2025:
Schedule
of potential ordinary shares equivalents excluded from the computation of diluted net loss per share
| Particulars | For the Year ended / March 31, 2026 | For the Year ended / March 31, 2025 |
| --- | --- | --- |
| Share warrants | 21,070,282 | 21,618,972 |
| Restricted stock units | 11,071,966 | 9,714,986 |
| Convertible instruments | 8,112,875 | 54,542 |
| Total | 40,255,123 | 31,388,500 |
F-38
**Roadzen
Inc.**
**Notes
to the consolidated financial statements**
**(in
US $, except share count)**
**25Income taxes**
The
Company’s net loss before provision for income taxes for the year ended March 31, 2026 and March 31, 2025 were as follows:
Schedule
of income before income tax domestic and foreign
| Particulars | For the year ended March 31, 2026 | For the year ended March 31, 2025 |
| --- | --- | --- |
| Domestic | (13,594,242) | (46,945,010) |
| Foreign | (9,402,708) | (26,132,274) |
| Total | (22,996,950) | (73,077,284) |
The
components of the provision for income taxes for the period ended March 31, 2026 and March 31, 2025 were as follows:
Schedule
of components of provision for income taxes
| Particulars | For the year ended March 31, 2026 | For the year ended March 31, 2025 |
| --- | --- | --- |
| Current: | | |
| Domestic | — | 53,058 |
| Foreign | 34,515 | - |
| Total | 34,515 | 53,058 |
| Deferred: | | |
| Domestic | — | — |
| Foreign | (14,303) | (67,031) |
| Total | (14,303) | (67,031) |
| Total provision for income taxes | 20,212 | (13,973) |
The
following is a reconciliation of the federal statutory income tax rate to the Company’s effective tax rate for the year ended March
31, 2026 and March 31, 2025:
Schedule
of reconciliation of statutory federal income tax rate
| Particulars | For the year ended March 31, 2026 | For the year ended March 31, 2025 |
| --- | --- | --- |
| Federal statutory income tax rate | 21.00% | 21.00% |
| Non deductible expenses | (0.09 | (0.53 |
| Valuation allowance | (24.34 | (20.90 |
| Foreign rate differential | 3.34% | 0.00% |
| Share warrants | 0.00% | 0.00% |
| Other | 0.00% | 0.45% |
| Total provision for income taxes | (0.09 | 0.02% |
The
components of the Company’s net deferred tax assets as of the year ended March 31, 2026 and year ended March 31, 2025 were as follows:
Schedule
of net deferred tax assets
| Particulars | As of March 31, 2026 | As of March 31, 2025 |
| --- | --- | --- |
| Deferred tax assets: | | |
| Net operating loss carry forwards | 42,531,831 | 41,091,266 |
| Unabsorbed depreciation carry forwards | 133,065 | 121,285 |
| Retirement benefits | 81,776 | 15,209 |
| Depreciation and amortization | 29,164 | 74,937 |
| Others | (36,639) | (325,774) |
| Total deferred tax assets | 42,739,197 | 40,976,923 |
| Less: valuation allowance | (42,739,197) | (40,976,923) |
| Deferred tax assets, net of valuation allowance | — | - |
| Deferred tax liabilities: | | |
| Intangibles on account of business combination | (1,023,553) | (41,688) |
| Net deferred tax assets/ (liabilities) | (1,023,553) | (41,688) |
F-39
**Roadzen
Inc.**
**Notes
to the consolidated financial statements**
**(in
US $, except share count)**
**Movement
recognized in net deferred tax assets:**
Schedule
of movements in deferred tax assets
| Line item | As of March 31, 2025 | Recognized/ reversed through statements of operations | Impact of currency translation and acquisitions | As of March 31, 2026 |
| --- | --- | --- | --- | --- |
| Deferred tax assets: | | | | |
| Net operating loss carry forwards | 41,091,266 | 1,440,565 | — | 42,531,831 |
| Unabsorbed depreciation carry forwards | 121,285 | 11,780 | — | 133,065 |
| Retirement benefits | 15,209 | 66,566 | — | 81,776 |
| Depreciation and amortization | 74,937 | (45,773) | — | 29,164 |
| Others | (325,774) | 289,135 | — | (36,639) |
| Total deferred tax assets | 40,976,923 | 1,762,274 | — | 42,739,197 |
| Less: valuation allowance | (40,976,923) | (1,762,274) | — | (42,739,197) |
| Deferred tax assets, net of valuation allowance | - | — | — | — |
| Deferred tax liabilities: | | | | |
| Intangibles on account of business combination | (41,688) | 72,422 | (1,054,287) | (1,023,553) |
| Acquisitions | — | — | — | — |
| Deconsolidation | — | — | — | — |
| Currency translation | — | — | — | — |
| Net deferred tax assets/ (liabilities) | (41,688) | 72,422 | (1,054,287) | (1,023,553) |
| Particulars | As of March 31, 2024 | Recognized/ reversed through statements of operations | Impact of currency translation and acquisitions | As of March 31, 2025 |
| --- | --- | --- | --- | --- |
| Deferred tax assets: | | | | |
| Net operating loss carry forwards | 25,515,511 | 15,575,755 | — | 41,091,266 |
| Unabsorbed depreciation carry forwards | 76,126 | 45,159 | — | 121,285 |
| Retirement benefits | 72,349 | (57,140) | — | 15,209 |
| Depreciation and amortization | 109,299 | (34,362) | — | 74,937 |
| Others | 244,136 | (569,910) | — | (325,774) |
| Total deferred tax assets | 26,017,421 | 14,959,502 | — | 40,976,923 |
| Less: valuation allowance | (25,995,368) | (14,981,555) | — | (40,976,923) |
| Deferred tax assets, net of valuation allowance | 22,053 | (22,053) | - | - |
| Deferred tax liabilities: | | | | |
| Intangibles on account of business combination | (263,665) | 221,977 | — | (41,688) |
| Currency translation | — | (284,598) | 284,598 | — |
| Acquisitions | — | 635,965 | (635,965) | — |
| | (241,612) | 551,291 | (351,367) | (41,688) |
F-40
**Roadzen
Inc.**
**Notes
to the consolidated financial statements**
**(in
US $, except share count)**
The
Company regularly reviews its deferred tax assets for recoverability based on historical taxable income, projected future taxable income,
the expected timing of the reversals of existing taxable temporary differences and tax planning strategies. The Company’s judgement
regarding future profitability may change due to many factors, including future market conditions and the ability to successfully execute
the business plans and/or tax planning strategies. Should there be a change in the intangible on account of business combination ability
to recover deferred tax assets, the Company’s income tax provision would increase or decrease in the period in which the assessment
is changed. The Company’s valuation allowance increased by $1,762,274 during the period ended March 31, 2026 and $14,981,556 during
the year ended March 31, 2025.
The
Company has not provided U.S. income taxes and foreign withholding taxes on undistributed earnings of foreign subsidiaries because the
Company intends to permanently reinvest such earnings outside the U.S.
***Net
operating loss and credit carry forwards***
As
of March 31, 2026, the Company has U.S. federal net operating loss carry forwards of approximately $42,531,831 of which none are subject
to limitation under Internal Revenue Code Section 382 (IRC Section 382). The federal net operating loss carry forwards that were generated
prior to the 2018 tax year will begin to expire in 2030 if not utilized. For net operating loss carry forwards arising in tax years beginning
after March 31, 2017, the tax act limits the Company’s ability to utilize carry forwards to 80% of taxable income, however, these
operating losses may be carried forward indefinitely. The state (Delaware) net operating loss carry forwards will begin to expire in
2032 if not utilized. The Company has foreign tax credits which will expire at the end of 8 years from the end of the assessment year
in which these tax credits were originated.
Utilization
of the net operating loss carry forwards may be subject to a substantial annual limitation due to the ownership change provisions of
IRC Section 382 and similar state provisions. The annual limitation may result in the inability to fully offset future annual taxable
income and could result in the expiration of net operating loss carry forwards before utilization. The Company continually reviews the
impact to net operating losses of any ownership changes.
***Unrecognized
tax benefits***
The
Company has adopted authoritative guidance which prescribes a recognition threshold and measurement attribute for the financial statement
recognition and measurement of uncertain tax positions taken or expected to be taken in the Company’s income tax return, and also
provides guidance on derecognition, classification, interest and penalties, accounting in interim periods, disclosure, and transition.
The Company did not have any unrecognized tax benefits with a significant impact on its financial statements as of March 31, 2026 and
March 31, 2025.
The
Company’s major tax jurisdictions are India, the United Kingdom and the U.S. The U.S. federal, state and foreign jurisdictions
have statutes of limitations that generally range from three to six years. Due to the Company’s net losses, substantially all of
its federal and state income tax returns are subject to examination for federal and state purposes.
F-41
**Roadzen
Inc.**
**Notes
to the consolidated financial statements**
**(in
US $, except share count)**
**26Segment 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 single1 reporting segment.
**27Stock based compensation**
The
share-based compensation awards issued under the Company’s 2023 Omnibus Incentive Plan to the Company’s employees, officers,
directors, are all equity-classified instruments Restricted stock units (“RSUs”) outstanding as of March 31, 2026 have service
vesting conditions up to March 2027. Compensation expenses are based on the grant-date fair value of the awards and recognized over the
requisite service period using a straight-line method for stock options and a graded vesting method for RSUs. The Company has elected
to account for forfeitures of employee stock awards as they occur.
Share-based
compensation is in the form of restricted stock units (RSUs). The fair value per RSU is calculated using the Black-Scholes option valuation
model.
***Option
value and assumption***
Schedule
of option value and assumption
| | |
| --- | --- |
| Fair value per share (as of grant date) | $10.83 |
| Exercise price | $0.00 |
| Assumptions: | |
| Volatility | 30.82% |
| Expected dividends | 0.00% |
| Expected term (in years) | 1.5 |
| Risk free rate | 5.24% |
Schedule of RSU vesting activity
RSU vesting schedule for year ended **As of**
**March 31, 2026**
March 2027 9,765,148
Schedule of restricted stock units activity
| Stock option activity | As of March 31, 2026 |
| --- | --- |
| Opening unvested units (as of April 01, 2024) | 9,722,920 |
| Granted | 379,923 |
| Exercised | 100,000 |
| Cancelled | — |
| Vested but not exercised | 237,695 |
| Closing unvested units | 9,765,148 |
Stock-based compensation expense related to RSUs granted to employees was $497,806 for the period ended March 31,
2026. As of March 31, 2026, the unrecognized compensation expense related to unvested RSUs was approximately $139,617 which is expected
to be recognized over the remaining unvested period of these RSU’s.
F-42
**Roadzen
Inc.**
**Notes
to the consolidated financial statements**
**(in
US $, except share count)**
On
September 18, 2023, prior to the Business Combination, Roadzen DE granted 9,903,500 restricted stock units (“RSUs”) under
the 2023 Omnibus Incentive Plan. These RSUs were initially scheduled to vest on the one-year anniversary of the grant date, September
17, 2024. Subsequently, the Board of Directors of Roadzen (BVI) approved an extension of the vesting period by one additional year to
September 17, 2025. Thereafter, the vesting period for a majority of the RSUs granted was further extended by an additional year to September
17, 2026.
As
of the reporting date, of the RSUs granted as described above, 9,507,920 RSUs remain outstanding and unvested. Based on the current market
price of the Company’s Ordinary Shares and the revised vesting timeline, management has determined that the extensions of the vesting
period do not result in the recognition of any incremental stock-based compensation expense in the Company’s financial statements.
**28Subsequent events**
The
Company has evaluated subsequent events from April 1, 2026 through the date these consolidated financial statements were available to
be issued and identified the following events requiring disclosure:
a)
On May 22, 2026, the Company entered into a third amendment (the “Third Amendment”) addressing the November 2025 Notes and
the January 2026 Notes. Among other things, the Third Amendment amends the November 2025 Notes to (i) change the dates on which the “Installment
Amounts” otherwise due under the November 2025 Notes on April 21, 2026 and May 21, 2026 are due to July 20, 2026, (ii) add a provision
that would adjust the “Conversion Price” of the November 2025 Note in the event of certain equity financings below the Conversion
Price then in effect, equivalent to the provision in the January 2026 Notes and (iii) remove the provision that required the Company
to use up to 25% of the net proceeds of “Subsequent Placements” to redeem all or a portion of the November 2025 Notes. The
Third Amendment also (i) changes the date on which the “Installment Amount” otherwise due under the January 2026 Notes on
May 20, 2026 is due to July 20, 2026, and (ii) extends the termination date of the Investor’s right to participate in certain financings
by the Company to December 20, 2027. Also pursuant to the Third Amendment, the Company is required to use commercially reasonable efforts
to obtain the approval, for purposes of Nasdaq Listing Rules, of its shareholders to issue a number of its Ordinary Shares upon conversion
of the November 2025 Notes and the January 2026 Notes in excess of 20% of the total number of ordinary shares outstanding as of November
20, 2025.
b)
On June 26, 2026, but effective March 1, 2026, Roadzen (DE) and Mizuho executed a definitive amendment further extending the
maturity date of the facility to July 7, 2027. There were no changes to the terms of the Senior Secured Notes.
**29Approval of Financial Statements**
The
consolidated financial statements have been approved by the Board of Directors at its meeting held on June 28, 2026.
F-43
**SIGNATURES**
Pursuant
to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, as amended, the Registrant has duly caused this Report
to be signed on its behalf by the undersigned, thereunto duly authorized.
**ROADZEN INC.**
Date: June 28, 2026 By: */s/ Rohan Malhotra*
Name: Rohan Malhotra
Title: Chief Executive Officer
Pursuant
to the requirements of the Securities Exchange Act of 1934, as amended, this Report has been signed below by the following persons on
behalf of the Registrant in the capacities and on the dates indicated.
**Name** **Title** **Date**
*/s/ Rohan Malhotra* Chief Executive Officer and Director June 28, 2026
**Rohan Malhotra** (Principal Executive Officer)
*/s/ Jean-Noël Gallardo* Chief Financial Officer June 28, 2026
**Jean-Noël Gallardo** (Principal Financial and Accounting Officer)
*/s/ Steven Carlson* Chairman and Director June 28, 2026
**Steven Carlson**
*/s/ Saurav Adhikari* Director June 28, 2026
**Saurav Adhikari**
*/s/ Supurna VedBrat* Director June 28, 2026
**Supurna VedBrat**
*/s/ Zoë Ashcroft* Director June 28, 2026
**Zoë Ashcroft**
*/s/ Diane B. Glossman* Director June 28, 2026
**Diane B. Glossman**
105