Financial Analysis

19 Business 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 Roadzens board, governance and management control, including one additional tiebreaking vote in the event of a deadlock, and sole authority to designate Daokangs 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 Daokangs financial results in the Companys consolidated financial statements retroactive to April 1, 2025. Daokang represents, and is expected to continue to represent, less than 10% of the Companys 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 valu …

BusinessCombinationDisclosureTextBlock · excerpt; the full note is in the filing

23 Commitments 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 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: Sche …

CommitmentsAndContingenciesDisclosureTextBlock · excerpt; the full note is in the filing

13 Borrowings Schedule of long term borrowings A Long-term borrowings consist of the following: As of As of March 31, 2026 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 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 lende …

DebtDisclosureTextBlock · excerpt; the full note is in the filing

The following table summarizes revenue by the Companys service offerings: Schedule of revenue by service offerings For the year ended For the year ended March 31, 2026 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 …

DisaggregationOfRevenueTableTextBlock · excerpt; the full note is in the filing

27 Stock based compensation The share-based compensation awards issued under the Companys 2023 Omnibus Incentive Plan to the Companys 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 …

DisclosureOfCompensationRelatedCostsShareBasedPaymentsTextBlock · excerpt; the full note is in the filing

25 Income taxes The Companys 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 Companys 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 Companys net deferred tax assets as of the year ended March 31, 2026 and ye …

IncomeTaxDisclosureTextBlock · excerpt; the full note is in the filing

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 Companys consolidated financial statements. …

NewAccountingPronouncementsPolicyPolicyTextBlock · excerpt; the full note is in the filing

15 Employee benefit plans The Company has employee benefit plans in the form of certain statutory and other programs covering its employees. Defined benefit plan (unfunded) In accordance with Indian law, the Indian Subsidiaries of The Company provides a defined benefit retirement plan (the Gratuity Plan) covering substantially all of its Indian employees. The Gratuity Plan provides a lump-sum payment to vested employees upon retirement or termination of employment in an amount based on each employees 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 Companys 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 Consoli …

PensionAndOtherPostretirementBenefitsDisclosureTextBlock · excerpt; the full note is in the filing

18 Revenue The following table summarizes revenue by the Companys service offerings: Schedule of revenue by service offerings For the year ended For the year ended March 31, 2026 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 Companys revenue for the period ended March 31, 2026 and one customer that individually represents 8 % of the Companys accounts receivable balance as of March 31, 2026. There were three customers that individually represented 14 %, 13 % and 10 % of the Companys revenue for the year ended March 31, 2025 and one customer that individually represented 23 % of the Companys 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 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 Companys performance. Deferred revenues primarily relate to commission and distribution income and insurance as …

RevenueFromContractWithCustomerTextBlock · excerpt; the full note is in the filing

26 Segment reporting Operating segments are defined as components of an entity where discrete financial information is evaluated regularly by the Chief Executive Officer as the chief operating decision maker (CODM) in deciding how to allocate resources and in assessing performance. The Companys CODM reviews financial information presented on a consolidated basis for the purposes of making operating decisions, fund raising, allocating resources and evaluating financial performance. Accordingly, the Company has determined that it operates in a single 1 reporting segment. …

SegmentReportingDisclosureTextBlock · excerpt; the full note is in the filing

16 Ordinary 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 Companys ordinary shares outstanding were 79,695,672 and 74,290,986 respectively. The following table summarizes the Companys ordinary shares reserved for future issuance on an as-converted basis: Schedule of ordinary shares reserved for future issuance As of March 31, 2026 As of March 31, 2025 Remaining shares available for future issuance under the Companys equity incentive plan 16,376,407 9,714,986 Warrants 21,070,276 21,618,972 …

StockholdersEquityNoteDisclosureTextBlock · excerpt; the full note is in the filing

28 Subsequent 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 Investors 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 n …

SubsequentEventsTextBlock · excerpt; the full note is in the filing