Warrants

12 Months Ended

Mar. 31, 2026

17 Warrants

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.

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.

Roadzen Inc.

Notes to the consolidated financial statements

(in US $, except share count)