false FY 0001868640

 2024-04-01
 2025-03-31

 RDZN:OrdinarySharesParValue0.0001PerShareMember

 2024-04-01
 2025-03-31

 RDZN:WarrantsEachWarrantExercisableForOneOrdinaryShareEachAtExercisePriceOf11.50PerShareMember

 2024-04-01
 2025-03-31

 2024-09-30

 2025-06-20

 RDZN:Days

 UNITED
STATES

 SECURITIES
AND EXCHANGE COMMISSION

 Washington,
D.C. 20549

 FORM
 10-K/A

 (Amendment
No. 1)

 (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, 2025

 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.)

 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

by check mark if the Registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act. Yes
 No

by check mark if the Registrant is not required to file reports pursuant to Section 13 or 15(d) of the Act. Yes
 No

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

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

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.

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.

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).

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 $1.19 per share of the Registrant's ordinary shares on the Nasdaq Stock Market LLC on September 30, 2024, was $ 50,896,581.

 The
number of Registrant's ordinary shares outstanding as of June 20, 2025 was 74,290,986.

 Explanatory
Note

 This
Amendment No. 1 on Form 10-K/A ("Form 10-K/A") to our Annual Report on Form 10-K for the fiscal year ended March 31, 2025,
which was filed with the Securities and Exchange Commission on June 26, 2025 (the "Original Filing"), is being filed to include
the information required by Item 15 under Part IV of this Form 10-K/A. When the Company filed the Original Filing, it unintentionally
omitted a Consent from our Independent Registered Public Accounting Firm. As a result of this amendment, (1) the certifications pursuant
to Section 302 and Section 906 of the Sarbanes-Oxley Act of 2002 filed as exhibits to the Original Filing, have been re-executed and
re-filed as of the date of this Form 10-K/A; and (2) a Consent of our Independent Registered Public Accounting Firm dated November 19,
2025, relating to its reports dated June 26, 2025 is being filed. Accordingly, the exhibits listed under Item 15 of Part IV of this Form
10-K/A are being updated to reflect the consent and new certifications described above. All references to "we," "us,"
and "our," or the "Company" in this Form 10-K/A refer to Roadzen Inc.

 Except
for the foregoing amended information, this Form 10-K/A continues to describe conditions as of the date of the Original Filing, and we
have not updated the disclosures contained herein to reflect events that occurred at a later date.

 Table
of Contents

 Page

 PART
 IV

 Item
 15.

 Exhibits, Financial Statement Schedules

 i

 PART
IV

 Item
15. Exhibits, Financial Statement Schedules.

 (a)(3)
Exhibits.

 The
following is a list of exhibits filed, furnished, or incorporated by reference as part of this Amendment No. 1 to our Annual Report on
Form 10-K.

 Exhibit

 Incorporated
 by Reference

 Exhibit
 Number

 Description

 Form

 File
 Number

 Exhibit

 Filing
 Date

 3.1

 Amended and Restated Memorandum and Articles of Association of Roadzen Inc.

 3.1

 4.1

 Form of Specimen Ordinary Shares Certificate of Roadzen Inc.

 4.1

 4.2

 Form of Warrant Certificate of Roadzen Inc.

 4.2

 4.3

 Warrant Agreement, dated November 22, 2021

 4.1

 11/29/2021

 4.4

 Form of convertible debenture

 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).

 4.1

 4/4/2024

 4.6

 Amended and Restated Warrant

 4.1

 3/5/2025

 4.7

 Form of Placement Agent Warrant

 4.1

 1/6/2025

 4.8

 Form of Pre-Funded Warrant

 4.1

 12/17/2024

 4.9

 Form of Representative Warrant

 4.2

 12/17/2024

 4.10

 Amended and Restated Senior Secured Note, dated July 26, 2024

 4.1

 7/30/2024

 4.11

 Form of Warrants.

 4.1

 4/26/2024

 10.1

 Security Purchase Agreement, dated March 31, 2025

 10.1

 4/1/2025

 10.2

 Form of Junior Convertible Note

 10.2

 4/1/2025

 10.3

 Forward Purchase Agreement, dated August 25, 2023

 10.1

 8/25/2023

 10.4

 Subscription Agreement, dated August 25, 2023

 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

 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.

 10.7

 9/6/2023

 10.9

 Roadzen Inc. 2023 Omnibus Incentive Plan. (incorporated by reference to Exhibit 10.8 of Roadzen Inc.'s Current Report on Form 8-K (File No. 001-40194), filed with the Securities and Exchange Commission on September 26, 2023)

 10.8

 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)

 10.9

 10.11

 Note Purchase Agreement, dated June 30, 2023, by and among Roadzen, Inc., Mizuho Securities USA LLC and other parties named thereto.

 Amendment
 No. 4 to Form S-4

 333-269747

 10.11

 8/14/2023

 10.12

 Forward Purchase Agreement Confirmation Amendment dated as of January 30, 2024

 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

 10.1

 1/24/2024

 10.14

 Letter agreement, dated as of January 19, 2024, between Roadzen Inc. and Supurna VedBrat.

 10.2

 1/24/2024

 10.15

 Employment Agreement dated January 4, 2024 between Roadzen Inc. and Jean-No l 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).

 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).

 10.1

 4/4/2024

 10.17

 Amendment No. 2 to Senior Secured Note Purchase Agreement, dated as of February 28, 2025.

 10.1

 3/5/2025

 10.18

 Placement Agency Agreement, dated January 2, 2025

 10.1

 1/6/2025

 10.19

 Form of Subscription Agreement, dated as of December 27, 2024

 10.1

 1/2/2025

 10.20

 Form of Lock-Up Agreement, dated as of December 27, 2024

 10.2

 1/2/2025

 10.21

 Underwriting Agreement dated December 15, 2024 between Roadzen Inc. and ThinkEquity LLC.

 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

 10.1

 11/8/2024

 10.23

 Form of Lock-Up Amendment

 10.1

 9/27/2024

 10.24

 Form of Binding Term Sheets dated as of July 18, 2024.

 10.1

 7/22/2024

 14.1

 Code of Business Conduct (incorporated by reference to Exhibit 14.1 of Roadzen Inc.'s Current Report on Form 8-K (File No. 001-41094), filed with the Securities and Exchange Commission on September 26, 2023).

 14.1

 19.1

 Insider Trading Policy

 19.1

 6/26/2025

 21.1

 List of Subsidiaries.

 21.1

 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

 97.1

 7/1/2024

 101.INS*

 Inline

 101.SCH*

 Inline

 104*

 Cover

 *

 Filed
 herewith.

 **

 Furnished
 herewith.

 Management
 contract or compensatory plan or arrangement.

 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:
 November 19, 2025

 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

 Rohan
 Malhotra

 (Principal
 Executive Officer)

 /s/
 Jean-No l Gallardo

 Chief
 Financial Officer

 Jean-No l
 Gallardo

 (Principal
 Financial and Accounting Officer)

 /s/
 Steven Carlson

 Chairman
 and Director

 Steven
 Carlson

 /s/
 Supurna VedBrat

 Director

 Supurna
 VedBrat

 /s/
 Zo Ashcroft

 Director

 Zo
 Ashcroft

 /s/
 Diane B. Glossman

 Director

 Diane
 B. Glossman